U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB

(MARK ONE)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM TO

                        COMMISSION FILE NUMBER 000-49812

                               BIZCOM U.S.A., INC.
             (Exact Name of Registrant as Specified in Its Charter)


             FLORIDA                                      65-0681772
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                           Identification No.)

      5440 NW 33rd AVENUE, SUITE 106, FLORIDA              33309-6338
     (Address of Principal Executive Offices)              (Zip Code)

                                (954) 714 - 0028
                         (Registrant's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$0.0001 par value per share


<PAGE>


Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The Registrant had $276,655 in gross revenues for the fiscal year ended June 30,
2002.

The aggregate market value of the Registrant's voting stock that was held by
non-affiliates of the Registrant on September 20, 2002 was approximately
$15,781,875 based upon recent private placement sales of the Company's voting
common stock. The Company's common stock is not currently listed on any
securities exchange.

As of September 20, 2002, there were 6,312,750 shares of the Registrant's common
stock outstanding.

Documents Incorporated by Reference:  None

Transitional Small Business Disclosure Format (check one)
Yes [ ]     No [X]


<PAGE>

                                            TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                  PART I

<S>     <C>                                                                                                <C>
Item 1. Description of Business..........................................................................1

Item 2. Description of Property ........................................................................24

Item 3. Legal Proceedings...............................................................................25

Item 4. Submission of Matters to a Vote of Security Holders.............................................25

                                                 PART II

Item 5. Market for Common Equity and Related Stockholder Matters........................................25

Item 6. Management's Discussion and Analysis or Plan of Operation.......................................32

Item 7. Financial Statements............................................................................37

Item 8. Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure......................................................................37

                                                 PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.......................................................37

Item 10. Executive Compensation.........................................................................42

Item 11. Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters................................................43

Item 12. Certain Relationships and Related Transactions.................................................44

Item 13. Exhibits and Reports on Form 8-K...............................................................45

Item 14.  Controls and Procedures.......................................................................47

SIGNATURES..............................................................................................48

CERTIFICATIONS .........................................................................................49

Financial Statements...................................................................................F-1
</TABLE>


<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

         BUSINESS DEVELOPMENT

         Our company, BizCom U.S.A., Inc., is a Florida corporation located in
the Fort Lauderdale, Florida area. We currently offer and sell 220 MHz
Specialized Mobile Radio ("SMR") products and license emergency management
software programs to various end users.

         We plan to continue such product offering and to also engage through
one or more subsidiaries (collectively, the "Company") in the development,
operation and management of 220 MHz SMR wireless voice and data communications
services in both the commercial and public safety/emergency disaster relief
sectors.

         We plan to offer such products and services both independent of each
other as well as together. This will depend upon whether a prospective end user
of such products owns or otherwise has access to its own 220 MHz SMR license,
transmission equipment and facilities and desires to purchase radio equipment to
transmit on such facilities, or desires to acquire radio equipment and the
ability to access transmission equipment and facilities upon which such radio
equipment may be utilized.

         In February 2002, we entered into an exclusive patent and related
technology license agreement with Datamarine International, Inc. ("Datamarine").
Prior to such agreement, Datamarine was the sole U.S. manufacturer of 220 MHz
SMR land mobile radio products radios currently in use. Pursuant to such
agreement, we have been granted the exclusive license and right to make, or have
third parties make, use and sell in the U.S. and worldwide all 220 MHz land
mobile radio products previously manufactured by Datamarine. See "Business of
the Issuer - Recent Developments."

         More recently, we have also entered into:

         - a long term emergency management software license agreement with a
previously related company recognized for its expertise in the public
safety/emergency disaster relief sectors; and

          - a radio service subscriber agreement with a management company on
behalf of 220 MHz SMR mobile communications facilities located in thirty seven
of the top fifty Metropolitan Statistical Areas ("MSAs") markets in the United
States. Pursuant to such agreement, the Company is to receive, on a
non-exclusive basis, use and access to such systems for public safety/emergency
disaster relief usage. See "Business of the Issuer - Material Agreements."



<PAGE>

         BUSINESS OF THE ISSUER

         General
         -------

         Due to advances in 220 MHz SMR technology and equipment, including the
availability of various voice and data features together with the lower costs
generally associated with 220 MHz usage in comparison to cellular telephone and
other wireless communication services, we believe a broad spectrum of potential
commercial and public safety/emergency disaster relief end-users may find the
Company's products and services advantageous and desirable, and result in
fee-based subscribership.

         In view of the current U.S. and worldwide political situation, and the
concern and need for reliable, low cost emergency management services by various
local, state and federal authorities, we believe that the 220 MHz SMR spectrum
can offer a timely, reliable, low cost solution to such concern and need.

         We currently offer and sell 220 MHz Specialized Mobile Radio ("SMR")
radio products and license emergency management software programs to various end
users, and plan to continue such product offering. We also plan to engage
through one or more subsidiaries (collectively, the "Company") in the
development, operation and management of 220 MHz analog Specialized Mobile Radio
("SMR") wireless voice and data communications services in both the commercial
and public safety/emergency disaster relief sectors.

         We plan to utilize Company securities and to a substantially lesser
extent, cash, if available, to initially acquire select assets, including 220
MHz SMR licenses and related equipment so as to initially aggregate up to
approximately one hundred (100) 220 MHz analog SMR systems which will be located
and concentrated in one or more geographical regions. We plan to engage in
marketing efforts to attract commercial, governmental and quasi-governmental
voice and/or data subscribers to such 220 MHz SMR systems and to expand our then
existing coverage area by purchasing additional like assets as working capital
from operations and/or from additional capital raising efforts may permit.

         We have received approximately $4,042,500 in private equity financing
through June 30, 2002 from certain accredited investors (as such term is defined
in Regulation D under the Securities Act of 1933, as amended) and an additional
$1,072,500 through September 20, 2002. Such proceeds are being utilized, among
other things, for working capital and general corporate purposes in furtherance
of our business plan. We are presently seeking additional equity financing on a
private placement basis for up to an additional $6,427,500 from accredited
investors.

         We currently believe that if we receive all or substantially all of
such additional proceeds sought over approximately the next four (4) months,
that such proceeds, together


                                        2
<PAGE>

with funds on hand and funds anticipated from operations, will provide
sufficient capital to meet our cash and operational requirements for up to
approximately fifteen (15) months from our receipt of such proceeds. With such
proceeds and funds, we will be able to commence acquisition of such assets
during such time period, commence sales and marketing efforts to obtain
subscribers for the 220 MHz SMR systems comprised of such assets, and expand our
current product sales efforts. Substantial additional funding will be required
for the Company to fully execute upon its business plan.

         To the extent we may receive approximately the median amount of such
proceeds over such time period, we currently believe that such proceeds and
funds will provide sufficient capital to meet our cash and operational
requirements and conduct the same degree of planned activity discussed above for
up to approximately six (6) months from our receipt of such proceeds.

         Our receipt of little or no additional proceeds from such offering or
inability to otherwise obtain financing would have a material adverse effect on
the Company and its business. In such event, we would not be able to acquire
significant, if any, assets to comprise 220 MHz SMR systems. We currently
believe that our present cash position together with funds anticipated from
current operations will only sustain our operations for up to approximately four
(4) months.

         We do not have any current agreements, arrangements, or understandings
for any other sources of financing. No assurances are given that we will be
successful in any of such efforts. There are no current formal agreements,
arrangements or understandings between the Company and any third parties
concerning the acquisition of any 220 MHz SMR system assets.

         The Company was formed in August 1996 and commenced limited operations
shortly thereafter which entailed managing certain 220 MHz SMR systems which it
planned to acquire. However, due to working capital constraints, the Company was
unable to acquire such systems and ultimately ceased its management
responsibilities of such systems.

         Prior management continued from time to time through the end of July
2001 to seek and discuss potential business opportunities within the 220 MHz SMR
industry. Such activities and discussions focused upon prospective funding
sources, possible acquisitions of certain 220 MHz SMR systems' assets, and
possible reciprocal roaming agreements between systems in the event the Company
were to acquire 220 MHz SMR systems' assets. Funding sources did not materialize
and as a result, no acquisitions occurred and the Company did not enter into any
roaming agreements. During such time period, prior management continued to
personally fund minimal corporate expenses to sustain the Company and its
subsidiaries as corporate entities.


                                       3
<PAGE>

         The pursuit of such business opportunities ultimately resulted in prior
management's resignation at the end of July 2001 and the assumption of the
Company's management at that time by our current Chief Executive Officer. Our
prior private equity financing discussed above which was undertaken in October
2001 and business development efforts were commenced shortly thereafter
resulting in the recent developments discussed below.

         Material Agreements
         -------------------

         Exclusive Patent and Related Technology License Agreement With
         --------------------------------------------------------------
Datamarine
----------

         On February 1, 2002, we entered into an exclusive patent and related
technology license agreement with Datamarine. Pursuant to such agreement, we
have been granted the exclusive license and right to make or have third parties
make, use and sell in the U.S. and worldwide all 220 MHz land mobile radio
products previously manufactured by Datamarine.

         Such agreement further provides for:

          - a term equal to the remaining approximate seven year life of the two
land mobile radio related patents that are the subject of such agreement; and

          - the following payment terms by the Company to Datamarine:

          - $50,000 paid upon execution of the agreement (in addition to $50,000
previously paid by the Company upon the signing of a prior letter of intent
concerning such agreement);

          - $55,000 paid prior to an amendment to the agreement, described
below; and

          - pursuant to the terms of an amendment to the agreement, payment of
an additional $414,000 over an approximate six month period commencing March 14,
2002 of which approximately $285,000 was paid through June 30, 2002 and the
balance of approximately $129,000 was paid through September 20, 2002.

         Provided Datamarine delivers certain radios to the Company at a
purchase price of $250 per radio less the cost of components to be paid by the
Company necessary for the completion of such radios, the Company will issue
common stock purchase warrants to Datamarine within 12 months following the
delivery of such radios. Such warrants, exercisable for a period of 3 years from
the date of issuance, will permit Datamarine to purchase 300,000 shares of the
Company's restricted common stock at an exercise price of $1.50 per share,
subject to customary adjustments.

         Pursuant to such license agreement, we subsequently entered into a
relationship on a purchase order basis with an offshore manufacturer to
manufacture for us land mobile radio products having the same specifications as
Datamarine's land mobile radio products.



                                       4
<PAGE>


         Datamarine has itself previously utilized such off-shore manufacturer
on a sub-contract basis to manufacture land mobile radio products for
Datamarine.

         We recently purchased approximately 1,100 radios from such offshore
manufacturer at a lesser cost per radio than generally previously offered by
Datamarine, and pre-sold such radios to several customers. These customers
include the State of Delaware/Department of Transportation (for data use) and
the City of Long Beach, California/Public Safety (for voice and data use) on
their own respective 220 MHz SMR systems.

         License Agreement With Public Safety Group, LLC ("PSG")
         -------------------------------------------------------

         In April 2002, we entered into a ten (10) year emergency management
software license agreement with PSG, a Missouri limited liability company. PSG's
managing member at that time was Edward W. Lent, III, who was also then and
until recently, a Company director and Executive Vice President/Public Safety.

         Pursuant to such agreement, except for certain prior existing
end-users, we have licensing rights to market and sell the various emergency
management software programs that are the subject of such agreement, including
the EM/2000; MaxResponder, for which we have an exclusive license as a
distributor for such product; ILP + Health and Safety; SARA Title III Reporting;
and EM/2000 Backup Services Software. Each of such software programs relates to
a specific emergency management situation.

         EM/2000 is a currently operational software program which provides
command and control capabilities for emergency and disaster relief situations
which require a multiple departmental and/or governmental response.

         MaxResponder is a currently operational geographically based software
system that provides fire and police response and analysis information
applicable to hazardous material and terrorist incidents.

         ILP + Health and Safety is also a currently operational software
program which tracks occupational accident information.

         The other two software programs are not yet operational and require the
acquisition of servers in order to become operational.

          Such agreement acknowledges a pre-payment by the Company to PSG of
$439,000 for such software license and provides for a ten percent (10%) royalty
payment for each software program sold by the Company on a going-forward basis.
The agreement is subject to automatic one year renewals for no additional
payments other than the continued payment of the royalty fee described above,
provided neither party is in default.


                                       5
<PAGE>

         While no fairness opinion was obtained and while not negotiated in an
arms length transaction, we believe such transaction to be reasonable in view of
the represented prior research and development costs associated with such
software and potential revenues from product sales.

         Since entering into such agreement, we have sub-licensed the EM/2000
software to the U.S. Army at its Fort Rucker, Alabama base, for initial testing
and evaluation by the U.S. Army as a prospective management tool for logistics
control. Such sub-license agreement provided for a $1,000 payment for a stand
alone user license and for a perpetual term. Additional recent sales of the
EM/2000 software and/or related upgrades, enhancements and/or training and/or
consulting services related thereto have also been made to the City of Sanford,
Florida; County of Volusia, Florida Emergency Management Services; North
Carolina Department of Health and Human Services; State of Hawaii/ Civil Defense
Division of the Department of Defense; Talladega, Alabama EMA; and the Fort
Lauderdale, Florida Police Department. See also "Recent Developments" below.

          The current pricing schedule for the EM/2000 varies, depending upon
whether a customer purchases a stand alone user license ($1,000) and/or related
licenses (LAN Server License Package, including one year telephone support and
all updates issued during support/maintenance period - $7,500; Internet Browser
Access License -$350; Mapping Interface - $500), installation and training which
is billed hourly at certain minimum hourly prescribed rates, and ongoing support
and maintenance on a yearly basis at a fixed, different annual rate for each
subject license, including all updates issued during the support/maintenance
period. Sales of such software generally provide for a perpetual term. Training
on such products is currently conducted by Company personnel and invoiced by the
Company.

         Certain recent sales of the MaxResponder software and/or related
upgrades, enhancements and/or consulting services related thereto include Los
Alamos National Laboratory, located in Los Alamos, New Mexico; the Roseville,
California Fire Department; Camp Lejeune located in Jacksonville, North Carolina
and the Library of Congress. Also see "Recent Developments" below.

         MaxResponder software fees and training fees vary, depending upon
whether a mobile module or administrative module is being sold, and the amount
of training involved. Mobile modules generally sell for approximately $1,000 per
unit, while administrative modules generally sell for approximately $8,000 per
unit. Sales of such units generally provide for a perpetual term. Training on
such products is currently conducted by Company personnel and invoiced by the
Company.

         Radio Subscriber Service Agreement
         ----------------------------------

         In April 2002, we entered into a five (5) year agreement (subject to
automatic one year renewals on the same terms and conditions provided neither
party is in default thereunder) with a company which manages approximately two
hundred (200) combined 220 MHz SMR licenses and systems with coverage in thirty
seven (37) of the top fifty (50) Metropolitan Service Area ("MSAs") markets in
the United States.



                                       6
<PAGE>

         Pursuant to such agreement, the Company is to receive, on a
non-exclusive basis, use and access to such systems currently and as may later
be managed by such company for public safety/emergency disaster relief usage.
Such agreement provides for payments to such entity for and on behalf of the 220
MHz SMR systems it manages of up to $1,000,000, all of which was prepaid by the
Company through the end of June 2002.

         We have recently retained a sales and marketing representative on an
independent contractor basis who has commenced sales and marketing efforts to
attract subscribers to certain of the systems to which we have acquired access.

         Recent Developments
         -------------------

         During the week of September 6 through September 12, 2002, the Company,
through certain of its personnel, assisted the Port Authority of New York and
New Jersey ("Port Authority") in installing and providing training on thirty
five (35) EM/2000 software applications and ten (10) MaxResponder software
applications. Such installation and training is part of a planned larger Port
Authority emergency management project for which the Port Authority has
expressed interest in acquiring additional software applications from the
Company over approximately the next twelve (12) months. Such software
applications were utilized by the Port Authority in their emergency operations
center to monitor the recent trip of U.S. Congressional members through the Port
Authority's jurisdiction in New York and New Jersey, such Congressional members'
official activities in New York on September 6, 2002 relating to the
commemoration of September 11, 2001, and in connection with the September 11,
2002 visit by President Bush to New York City for such commemorative purposes.

         Historical Overview of SMR Industry
         -----------------------------------

         Traditionally, the SMR industry serviced businesses that required
two-way radio communications with field personnel. Historically, SMR operators
were not able to provide mobile telephone service competitive with cellular
service because of certain factors affecting SMR capacity and transmission and
reception quality.

         Trunked radio technology, which automatically searches for an open
radio channel and allows more users to be served per radio channel on a secure
basis, has improved analog SMR service by allowing for more privacy, channel
capacity, and spectrum efficiency. Interconnection to the public switched
telephone network (commonly referred to as the "PSTN") and to other commercial
trunked radio systems can provide for the expansion of analog services by
broadening coverage area and increasing the number of possible end users.
However, interconnection is not itself per se spectrum efficient due to
increased channel utilization in connection with such usage, and therefore, will
not be encouraged by the Company. The ability to transmit and store various
forms of data has


                                       7
<PAGE>

also been enhanced by the development of more advanced data transmission
technology applicable to the SMR sector and has diversified the types of
services SMR systems can provide.

         With such advances in technology and equipment, including mobile hand
held units, and changes in regulations promulgated by the Federal Communications
Commission ("FCC"), SMR providers can now offer the convenience of portability
and data services in addition to radio dispatch. Further, SMR is capable of
offering features that cellular service does not. For example, services may be
billed at a flat rate regardless of a vehicle's position within a geographic
market, one-to-many, many-to-one and one-to-one communication is available, and
the ability to effect conference calls with the touch of a button.

         With the availability of more sophisticated technology and the
development of enhanced and diversified services, a broader spectrum of end
users now exists, including but not limited to various segments of: different
service industries (including plumbing and electrical contractors), construction
industry, trucking and transportation industries (including courier services,
railways, airport authorities, bus companies), construction industry, health
care field, agriculture industry, utility companies, petroleum industry, and
governmental and quasi-governmental agencies, including the public
safety/emergency disaster relief sector, among others.

         Industry Growth; Recent Developments
         ------------------------------------

         As reported in the August 2000 "The State of the SMR Industry: Nextel
and Dispatch Communication", an industry trade publication prepared, published
and previously made publicly available by The Strategis Group, a former
telecommunications research and analysis firm, the 217 and 220 MHz SMR industry
grew approximately 26.67% in 1999 over 1998. We are not currently aware of any
more recent related industry statistical analysis.

         The SMR industry has undergone significant changes in recent years due
to the digitalization of the current 800 MHz SMR communication infrastructure.
This switch to digital underscored a fundamental shift in the business
philosophy of the largest business analog communication providers, such as
Nextel, whose decision to provide digital SMR service to its current customer
base led to a substantial increase in monthly subscriber fees. Such increase in
the cost of monthly service is due in large part to the enormous expense
associated with digitizing its existing communication infrastructure.

         Nextel's digitalization efforts have left the business communication's
industry with what we and many industry participants believe to be a niche
service opportunity: the desire of many current as well as potential SMR users,
including the public safety/emergency disaster relief sector, to be offered low
cost, reliable analog SMR service with their choice of various voice and data
features.


                                       8
<PAGE>

         While certain industry analysts have previously stated their belief
that digital 800 MHz SMR systems will account for much of the new SMR industry
growth, such analysts have also stated their belief that the growth of new
subscribers using 220 MHz and 900 MHz analog SMR radios will begin to offset the
decline in 800 MHz analog units.

         The 220 MHz analog SMR industry may be viewed as still in an early
stage of development in that many 220 MHz SMR system owner/operators have yet to
attract meaningful, if any, subscriber revenues. This has been due, generally,
to such industry's attention and capital expenditure on: (a) construction in
order to meet prior FCC construction deadlines; and (b) acquiring 220 MHz SMR
licenses in subsequently held 220 MHz SMR spectrum auctions held by the FCC.

         Emergency Management Services
         -----------------------------

         In view of the current U.S. and worldwide political situation, which
shows no signs of any immediate abatement, and the concern and need by various
local, state, and federal authorities for reliable, low cost emergency
management services, we believe that the 220 MHz SMR spectrum can offer a
timely, reliable low cost solution to such concern and need.

         For many years, various governmental agencies have found that attaining
and maintaining a state of preparedness in the emergency management area to be
laborious and complex. Many emergency managers have relied on a combination of
limited computer input and manual tracking systems. Attempts at handling massive
numbers of messages and requests for help in emergency operations centers
("EOCs") and compiling information into situation reports have frequently failed
using manual methods. Locally developed or other installed commercial software
systems have often been too complex or rigid in design to handle information
received by EOCs in various formats.

         We plan to engage in discussions, conduct due diligence on, and acquire
or otherwise consult and do business with one or more entities that can or may
provide emergency management relief technology solutions compatible with
utilization of the 220 MHz SMR spectrum for the delivery of such solutions.
Prior to entering into the exclusive license agreement with PSG discussed above,
we initially entered into a consulting arrangement with such firm, which until
recently consulted with numerous governmental and quasi-governmental agencies
concerning their provisioning of emergency management services to their
constituencies. As a result of the Company having entered into the license
agreement with PSG and certain employees of PSG having become employees of the
Company, the Company has successfully secured an entre into the emergency
management services sector, which it plans to further develop.


                                       9
<PAGE>

         Initial Planned 220 MHz SMR Service Operations
         ----------------------------------------------

         A typical 220 MHz analog SMR system planned to be operated by the
Company will consist of multiple channels, one or more centrally located,
high-power base station transmitters, one or more antennas, and other radio
equipment. Such system will receive transmissions from a user's mobile or hand
held radio and either route such transmissions through the public telephone
lines or retransmit the signals to other 220 MHz SMR radios. In addition, such
system will be capable of transmitting communications from the public telephone
lines to a user's mobile radio.

         We plan for our systems to be trunked radio systems, which maximize the
number of users that can be supported. The efficiency of trunked systems
generally increases as additional channels are added to the system. A
multiple-channel trunked system automatically searches for an open channel for
each transmission. The "search" capability allows more users to be served per
radio channel, because the probability that all channels in a large system will
be used at one time is lower than the probability that a single channel will be
used. Once the system automatically assigns the user a channel, no other
subscriber can access that channel or eavesdrop on the user's communications for
the duration of that communication.

         Due to the propagation characteristics of the 220 MHz radio spectrum,
the typical coverage area for a 220 MHz system is approximately 30-50 miles
between tower sites compared to approximately 5-7 miles between tower sites for
cellular telephone and 800 MHz SMR digital service. Such propagation
characteristics of the 220 MHz SMR spectrum directly correlate to substantially
reduced operating costs, compared to cellular and 800 MHz SMR digital service,
due to the need for fewer tower sites and associated tower leases, tower
transmission equipment, related insurance premiums, and maintenance. A single
220 MHz SMR tower site with 5 channels can typically service up to approximately
500 subscribers, with minimum public telephone interconnect usage, before users
of such site will experience busy signals on a frequent basis.

         We plan to initially acquire and purchase select assets as to initially
aggregate up to approximately 100 220 MHz SMR systems. Such assets will
typically be comprised of certain transmission equipment (including repeaters,
controllers, combining equipment, co- axial cable, antenna, modem for
interconnect and data transfer) already installed and located on or at a fixed
tower site, and assignable tower lease agreement. While we have no current
agreements, arrangements or understandings with any third parties concerning any
such acquisitions, we currently plan to concentrate our efforts on acquiring 220
MHz SMR system assets in and around one or more of the top fifty Metropolitan
Statistical Area ("MSAs") markets in the United States. Based upon management's
informal knowledge through industry participants of certain current 220 MHz SMR
system owners and their financial situation, we currently plan on focusing our
initial acquisition efforts in the southeast and west coast of the United
States, and in certain Mid-western state locations.


                                       10
<PAGE>


         We view the aggregation of such number of systems as the minimum
"critical mass" required to hold ourselves out as a viable multiple market 220
MHz SMR service provider (ie. a business entity capable of offering and
provisioning telecommunications services over a network utilizing the 220 MHz
SMR radio frequency). There is no per se requirement for the Company to effect
any minimum number of asset purchases or for any minimum number of 220 MHz
analog SMR systems to be aggregated. Rather, the size of a particular MSA and
the service coverage area desired by the Company within such MSA based upon the
Company's view of perceived potential demand for its services within such area
are two major factors that will generally influence our asset purchase
decisions. Such two factors, together with the availability of desired assets
within a given MSA, costs associated therewith, and the propagation
characteristics of the 220 MHz radio spectrum discussed above, will determine
the number of systems that the Company may desire to operate within such MSA.
Larger MSAs will typically require more operating systems than a smaller MSA in
order that subscribers not be subject to regular busy signals. No assurances are
given that the Company will be successful in such efforts or any later efforts.

         We believe that in many if not most instances, the assets which we may
acquire and aggregate as 220 MHz SMR operating systems will not constitute a
"business" as such term is described in Item 310 (c) of Regulation S-B, and
related Rule 11-01 (d) of Regulation S-X as there will be no continuity of
revenue activity and no continuity of operations.

         Rule 11-01 (d) of Regulation S-X lists the following attributes which
such rule indicates should remain with the components purchased if it is to be
considered a "business":

1. physical facilities - assets to be acquired, if at all, will consist
primarily of transmission equipment, tower lease and 220 MHz SMR FCC license;

2. employee base - generally there will be no employee base;

3. distribution system - not applicable, therefore, not available for
acquisition, and won't be acquired;

4. sales force - no sales force will be acquired;

5. customer base - generally, assets comprising 220 MHz systems sought to be
acquired will not have any, or only minimal, customers;

6. operation rights - FCC licenses to be acquired will be subject to FCC
transfer approval;

7. production techniques - not applicable, therefore, not available for
acquisition and will not be acquired;


                                       11
<PAGE>

8. trade names - generally not applicable, therefore, not available for
acquisition and will not be acquired.

         We will apply the above analysis to any acquisitions we may undertake
but believe, in view of the current state of the 220 MHz SMR industry, that many
prospective acquisition candidates will not constitute a "business."

         We generally plan to acquire assets comprising any initially and later
acquired systems for Company securities and to a substantially lesser extent,
cash, if available. We will require substantial additional equity and /or debt
financing beyond the proceeds received to date and which we currently plan to
seek to engage in sustained marketing efforts and further implement our business
plan. No assurances are given that we will be able to obtain any such additional
financing. In such event, our business will be adversely effected.

         The assignment to the Company of any 220 MHz SMR licenses acquired will
require FCC approval. While we anticipate the FCC approval of the transfer of
any such licenses in view of the normal and customary nature of such
transactions, no assurances are given that the FCC will in fact approve any or
all of such transfers. Should the FCC not approve the transfer of any of such
licenses for whatever reason(s), we believe that this would not adversely effect
the Company and its operations as we will then seek to acquire other 220 MHz SMR
assets.

         We intend to derive revenues from the systems we may initially operate
as well as those we may later develop in connection with the acquisition of
select assets primarily from access and airtime charges for SMR system usage,
sales and leasing of 220 MHz SMR communications equipment and to a lesser
extent, construction and other miscellaneous services.

         A mobile user will be able to initiate either mobile telephone calls or
dispatch calls from its mobile equipment, depending on the equipment and service
packages chosen. We do not plan to encourage interconnect usage due to spectrum
inefficiencies associated with such service. To the extent we may provide such
service on a limited basis, it will be provided through the public switched
telephone network (commonly referred to as the "PSTN"). This service is similar
to cellular mobile telephone service in its ability to make or receive a call
anywhere in the world while a subscriber is in its service area.

         Business Strategy
         -----------------

         We plan to continue to offer and sell 220 MHz SMR radio products and
related equipment, including but not limited to repeaters and combiners, to
third parties who may desire such products for their own use on their own
constructed or to be constructed 220 MHz SMR systems, as well radio equipment to
third parties who desire to use systems to which the Company has access.

                                       12
<PAGE>

         We plan to expand our sales and marketing efforts to attract
subscribers to the 220 MHz SMR systems to which we have access in approximately
November 2002 following our anticipated retention of soon to be retained
additional sales and marketing representatives on an independent contractor
basis for such purpose. Depending upon our success in securing additional
capital, we plan to hire up to an additional three persons over approximately
the next six months for such purpose. All of such persons will be responsible
for establishing dealer networks within the U.S.

         Our strategy with respect to the 220 MHz SMR industry is to focus on
the "basic user" segment of the SMR marketplace, as well as the public
safety/emergency disaster relief sector.

         We plan to position ourselves within the markets that we may initially
and later serve to offer 220 MHz SMR services for current dispatch users on 800
MHz SMR systems, who may either be pressured to convert to digital mode (which
entail purchasing new radios with higher monthly service charges) or be forced
to tolerate the poor quality service which will result from operating in an
analog mode on a digital system. The services planned to be provided by the
Company will generally encompass traditional (non- interconnected) dispatch
services, data services, and to a lesser extent, interconnected services.

         While the Company is aware of the efforts of other 220 MHz SMR
operators to "load" or obtain subscribers for their systems, some of which are
located in major population centers and others of which are located in more
rural areas, such efforts have not generally been met with as much success as
anticipated. Reasons for this include, but are not necessarily limited to: prior
lack of wide availability of commercially acceptable hand held mobile units to
the U.S. marketplace due to working capital constraints of the 220 MHz
industry's prior U.S. radio equipment manufacturer; and such operator's own lack
of working capital for marketing efforts. We are aware of one California based
220 MHz SMR operator of a substantial number of 220 MHz SMR systems in several
major U.S. markets that recently filed for bankruptcy protection.

         We plan to take advantage of opportunities to expand any initial
service or coverage area by purchasing select assets, including 220 MHz SMR
licenses, and related equipment. We plan to target 220 MHz SMR licenses and
assets (generally, transmission equipment, tower leases, and FCC licenses)
comprising fully constructed and operational SMR systems (which in many, if not
most instances, will have minimal, if any subscribers) in U.S. metropolitan
areas that provide a strategic fit (the general criteria of which is described
in the following sentence) with our planned 220 MHz SMR operations. Asset
acquisition candidates will generally have the following characteristics: (i)
location in or adjacent to our "footprint" or geographical locations in which
our systems provide coverage; (ii) potential ability to increase market share in
our "footprint" or expand our "footprint" so as to provide for expanded
coverage; and (iii) potential to enhance average revenues per subscriber
enabling the Company to offer more comprehensive services. Any such asset



                                       13
<PAGE>

acquisitions are anticipated to be made, if at all, with Company securities and
to a substantially lesser extent, cash, if available.

         We offer flexible 220 MHz SMR service packages and configurations
customized to fit subscribers' needs within the geographic "footprint" we may
develop. For example, a basic SMR package might allow a subscriber to choose
access to one or more systems within our "footprint". The typical coverage area
for a Company SMR system will be a radius of approximately 30-50 miles from its
base station transmitter, depending on the terrain. A subscriber will be able to
choose access to those systems in and around its location that matches its
business needs. Access to additional systems may be obtained from the Company at
additional cost and on a permanent or temporary basis. A subscriber will be able
to travel from system to system by manually switching systems on the radio.

         We currently offer the following 220 MHz SMR services:

         Dispatch. Dispatch is a two-way wireless communication service for
subscribers who have a need to communicate between a central dispatch point
and/or "in the field" personnel, but do not require access to the PSTN. Users
can choose whether a message will be received by a group or only selected
individuals. Users of radio dispatch services typically include contractors,
service companies and delivery services that have significant field operations
and need to provide their personnel with the ability to communicate directly
with one another, or the central office, either on a one-to-one or one-to-many
basis.

         Network Dispatch. Wide-area two-way dispatch radio service that offers
an individual the ability to communicate to a work group or fleet using simple
push-to-talk release-to-listen communications on multiple systems
simultaneously. Depending upon subscriber demand, we may also later offer such
services as voice mail, call forwarding and "follow me" roaming.

         Data. The ability to transmit and receive mobile or fixed data at
speeds, generally, of 1,200 bps, with speeds, in certain instances, of up to
7,200 bps. This service will offer simple one or two-way text messaging or
advanced AVL messaging.

         SCADA. Supervisory Control and Data Acquisition, or SCADA, refers to a
combination of telemetry and data acquisition information by a 220 MHz SMR
system. It consists of collecting information, transferring it back to a central
site, carrying out necessary analysis and control, and then displaying this data
on a number of operator screens. The SCADA system is used to monitor and control
a plant or equipment. Control may be automatic or can be initiated by operator
commands.

         Meter Readings. Meter readings allow a utility (electric, gas, water)
to automatically monitor client usage without the cost of manually reading a
meter.



                                       14
<PAGE>

         Additional services currently include: Automatic Vehicle Location
("AVL") which provides a way to immediately locate service vehicles in the
field; Mobile Data Terminals ("MDTs") which provide a digital communication
method for sending urgent messages to and from service vehicles; and Point of
Sale ("POS") which provides customers the ability to accept credit card
transactions from a vehicle. Although the cost of such services has dropped
considerably over the past few years, cost to the subscriber is still
nevertheless the major obstacle to offering and selling these value added
services in volume - a typical configuration retails for approximately $2,000.
We have designed an AVL product which retails for approximately $700-$800.

          Depending upon subscriber demand, we may also later offer such
services as voice mail, call forwarding and "follow me" roaming.

         The Company plans to obtain its voice/data radio products from one or
more manufacturers, and data only radio product offerings from Microwave Data
Systems ("MDS").

         Sources of Supply
         -----------------

         The select assets comprising systems which we may desire to acquire
utilize radio equipment manufactured by Datamarine, which, prior to us entering
into an exclusive patent and related technology license agreement with such
entity, constituted the only U.S. manufacturer of voice/data 220 MHz SMR radios.
However, in view of our recently obtained exclusive patent and related
technology license agreement with Datamarine which allows us the ability to have
other manufacturers manufacture Datamarine products for us, we are no longer
dependent upon Datamarine's pricing and equipment availability to further
develop our business.

         Pursuant to such license agreement, we recently entered into a
relationship on a purchase order basis with an offshore manufacturer to
manufacture land mobile radio products for us having the same specifications as
Datamarine's land mobile radio products. Datamarine has itself previously
utilized such offshore manufacturer on a sub-contract basis to manufacture land
mobile radio products for Datamarine. There are other manufacturers available
which we could choose to utilize; however, the offshore manufacturer which we
recently utilized has all the required tooling to manufacture such products due
to its prior relationship with Datamarine, and has substantial manufacturing
capacity.

         Datamarine has previously experienced difficulty in manufacturing and
shipping radio products due to working capital constraints. Its independent
certified public accountants expressed a going concern qualification in their
November 22, 2000 report to such company and its shareholders in connection with
their audit of such company's consolidated financial statements for the fiscal
year ended September 30, 2000. A copy of such report is contained in
Datamarine's Form 10-KSB for the fiscal year ended



                                       15
<PAGE>

September 30, 2000 on file with the Securities and Exchange Commission
("Commission" or the "SEC"). Datamarine has not filed its Form 10-KSB for the
fiscal year ended September 30, 2001 with the Commission.

         We have recently been advised by one 220 MHz SMR service provider that
it has satisfactorily tested and deployed data only radio products manufactured
by MDS, a private company which represents itself on its website to be a leading
provider of solutions for customers' wireless data acquisition needs. Such radio
products, of which MDS has reported over 350,000 currently in the field, offer
seamless, reliable data solutions for critical control, monitoring and data
acquisition needs. While no assurances are given, we believe that such MDS
products may offer a cost-effective and available alternative to Datamarine
products where the end-users' needs, such as in the case of certain public
safety/emergency disaster relief applications, among others, require only data
transmission and applications.

         Sales and Marketing
         -------------------

         We currently offer 220 MHz radio products and services through the
efforts of in- house personnel and a recently retained outside independent sales
representative, and offer emergency management software programs through
in-house personnel.

         Our in-house marketing manager for the 220 MHz SMR products we
currently offer was previously employed by Datamarine in a similar capacity.

         Sales and marketing efforts for the emergency management software
programs we currently offer are conducted by our National Marketing Manager who
is responsible for both radio and emergency management software products and
services, and by a recently retained Company employee who will market the
MaxResponder to fire and police departments on a nationwide basis.

         Sales and marketing for our current radio and emergency management
software product and service offerings are presently conducted primarily through
sales calls to industry participants known to our marketing personnel through
prior industry experience and contacts and through attendance at industry trade
shows. We currently utilize very little print and other advertising media due to
our current working capital constraints. Depending upon our success in securing
additional capital, we plan to utilize various media and expand our sales and
marketing efforts accordingly.

         We offer our 220 MHz SMR service as a cost-effective alternative to
cellular mobile telephone service as 220 MHz SMR mobile dispatch service is
generally more economical for high-volume users.

         The core service currently provided by SMR carriers is dispatch
service. RCR Wireless News, a publicly available industry trade publication,
stated in its November


                                       16
<PAGE>

2001 edition that the market research firm Telecompetition, Inc. reported that
for 2000 and 2001, in excess of 90% of worldwide wireless mobile revenues were
generated from mobile voice usage, with mobile data usage constituting less than
10% of total revenues. Such article also reports such firm's conclusion that
data services will be more important for all wireless service providers in the
future in maintaining current average revenue per user levels than in getting
more persons to sign up for wireless services.

         End user customers are individuals who need or desire to communicate
from the road but do not want to incur the substantial expense of a cellular
phone bill. Analog SMR service represents an inexpensive, but efficient, medium
to communicate for individuals who don't require the features that digital 800
MHz SMR systems offer. Typically, these individuals work in industries where
land transportation is a factor. These industries include farming,
transportation, public safety, real estate, insurance and any businesses that
require radio communication with field personnel.

         We had planned to commence additional sales and marketing efforts for
radio products and services in approximately the end of July 2002. However, due
to working capital constraints, our perceived immediate market demand for our
emergency management software products, and the higher margins associated with
such products as compared to our radio products, we have recently concentrated
our sales and marketing efforts primarily on such products and service
offerings.

         Commencing in approximately the first quarter of calendar year 2003, we
plan to use a variety of media, including newspaper, radio and advertising
circulars and tailor our marketing effort in different parts of our "footprint"
or coverage area to the demographics of the potential subscriber population. We
plan to offer customized service packages to attract subscribers, including
access to multiple 220 MHz SMR systems within our "footprint," various pricing
alternatives, and customer conveniences such as consolidated invoices and
billing for airtime charges.

         We will also target our marketing efforts to businesses and individual
users with regional vehicle travel patterns. In addition, we plan to focus on
dispatch users with a need for mobile service and companies using or considering
private radio systems, as well as various governmental and quasi-governmental
authorities and agencies. Finally, we will target individuals who are potential
high-use mobile customers from both the business and mass consumer retail
market.

         We will employ three methods by which dealers may earn revenues from
system loading: pursuant to a finder's fee schedule whereby each dealer will be
compensated with a fixed one time payment amount; as a reseller of our services;
and by participating in sharing monthly subscriber fees based on a percentage of
the total billing for their users.


                                       17
<PAGE>

         We provide equipment repair and service under manufacturers' warranties
and plan to also offer extended service contracts and contracts on a time and
materials basis.

         Pricing of Equipment and Services
         ---------------------------------

         The cost of subscriber equipment may encourage customers to switch from
one frequency band to another, or from an analog to a digital network within the
same frequency band.

         Currently, based upon available industry information, the average
retail price for an 800 SMR MHz half duplex radio is approximately $200 to $400,
a full duplex 800 MHz SMR mobile dispatch radio ranges from approximately $99 to
$199 per unit, and an interconnected 800 MHz SMR portable radio costs up to
approximately $199. Radios used in both 450, 900 and 220 MHz SMR systems
currently retail for approximately $400.

         Generally, portable radios are more expensive than mobile radios and
interconnected radios are more expensive than dispatch-only radios. At this
time, 220 MHz SMR radios are priced competitively with 450 and 900 MHz SMR
radios. However, because 800 MHz SMR radios are often subsidized by service
providers, 450, 900 and 220 MHz radios can be more expensive than 800 MHz analog
and digital SMR subscriber equipment. Creative service pricing structures and
incentive offerings, if financially feasible, of which no assurances are given,
as well as educating prospective customers about the long term monthly costs
servicing associated with 220 MHz analog SMR versus 800 MHz digital SMR usage
(approximately $15-$18 a month versus approximately $79 a month on average
charged by Nextel) may help to offset such price differentials.

         Our profit margins on radios will vary depending upon the specific type
of radio and the designated subsidy structure, if any, for that radio in a
particular market.

          Generally, we will bill a subscriber for dispatch and/or data and
perhaps other services with a mixture of fixed monthly access charges and
airtime. A subscriber will typically pay a fixed monthly access charge,
generally $15-18 per month, for an unlimited number of radio dispatch calls on
any one of the systems and additional monthly fees will be charged for
multi-system usage, including systems with which we may have roaming agreements.
Long distance charges between sites are additional charges and, like all
telephone charges, will be passed through to the subscriber.

         Competition
         -----------

                  220 MHz SMR Service
                  -------------------

         Our planned SMR operations will compete with cellular mobile telephone
operators, Personal Communication Services ("PCS") providers, other traditional
SMR operators, and other wireless communication providers, certain of which have
substantially greater financial, management, and marketing resources than the
Company.

                                       18
<PAGE>

         Such competitors, in the broader sense in that they also offer
telecommunications services, include, among others, AT&T and Verizon Wireless,
which offer cellular mobile services, Sprint, a PCS provider, and Nextel, an 800
MHz SMR digital service provider. We do not generally view such companies as
true competitors, however, in that we perceive our market as comprising,
generally, dispatch end-users who desire lower-cost yet reliable
telecommunication services than the typical end-users of such other companies'
products and services.

         The key factors relevant to competition by an operator in the wireless
communication industry are the size of coverage area, the pricing of each
service, the quality of the communications (e.g., clarity, lack of
interference), and the reliability and availability of the service (e.g.,
waiting time for a "clear channel", absence of busy signals, absence of
transmission "disconnects" or failures) and the price of the subscriber units.

         In the fast-paced world of mobile communications, the competitive
landscape is constantly changing. The need for spectrum, depending on the
backbone technology standard utilized, is however, the one apparent constant.
With the arrival of new technologies and new applications, companies can expand
their current services and provide new enhanced services. In spite of these
developments, the communications needs of some customers will not change, while
other customers will adapt their work styles to take advantage of these
advancements.

         While no assurances are given, we believe that the communications
requirements of dispatch users are not likely to change dramatically in the near
future. Dispatch users essentially require low cost point-to-multipoint
communications ability. Data applications, portability, and the ability to
interconnect with the telephone system may appeal to some dispatch users, but
not others. The availability of cellular-like enhanced SMR services in 800 MHz
SMR systems will appeal to some dispatch users, while alienating others. For
these latter users, cellular-like SMR service is often viewed as less
time-efficient since users must dial a seven-digit number instead of pushing one
button. In addition, cellular- like SMR service is significantly more expensive
than traditional dispatch service; monthly use currently averages approximately
$79/month per unit in use versus an approximate $15-$18 flat fee per month per
unit for 220 MHz SMR usage.

         In summary, key issues for the dispatch industry include capacity, ease
of use, capital costs, monthly fees, type of service, service area, and the
ability to add new services as they become available.


                                       19
<PAGE>

         We do not anticipate a decline in the growth of traditional SMR analog
dispatch markets due to the availability of and continued development of
cellular-like SMR services on 800 MHz SMR systems, primarily because we believe
these more enhanced services and attendant higher costs associated therewith
simply are not suitable for dispatch users.

         An article entitled "RCR on SMR - Digital service won't stamp out
analog SMR needs" appearing in the August 5, 1996 edition of RCR/Radio
Communications Report, a weekly newsletter for the wireless industry, confirmed
such belief even at that time. As these more enhanced services become more
prevalent, we believe that an increasing number of dispatch customers will be at
odds with the market trend toward the more expensive digital and enhanced
networks due to the expense involved. After converting to digital, some enhanced
SMR operators may neglect their existing dispatch customers as they attempt to
capture new markets. Although digital or enhanced SMR operators will offer
digital conversion and enhanced services to their current dispatch customers,
their focus may be on acquiring new users who desire mobile telephone services
and who are willing to pay more for such service. We believe that this potential
neglect of dispatch users creates an opportunity for operators who have lower
infrastructure costs and still wish to provide quality dispatch services.

         Forced service switching has caused some users of 800 MHz SMR to switch
to digital, but other users may switch either to another analog 800 MHz SMR
provider, to 220 MHz SMR or to 900 MHz SMR. 220 MHz SMR may be preferred over
any other alternative because 220 MHz propagation is generally viewed by the SMR
industry as superior to other SMR band services. However, in areas where the 800
MHz SMR analog systems still have capacity, 220 MHz SMR may not be preferred
unless 220 MHz SMR radio prices are comparable to 800 MHz SMR radio prices.

         Emergency Management Software Services
         --------------------------------------

         Companies that compete in the public safety emergency management
markets include Essential Technologies, CML Corporation, Applied Computer
Science, E-Team, Softrisk Technologies, and SAIC. Certain of such companies
currently have substantially greater financial and other resources than the
Company.

         While one of such competitors offers a product having certain
characteristics similar to the EM/2000, we believe the EM/2000 product, which is
competitively priced, to have certain superior features and easier to use screen
navigation qualities. The EM/2000 also operates in a client server mode, which
is generally more secure than operating in a web based format, as is the case
with such other product.

         While certain web based products may offer competition to the EM/2000,
we believe, based upon our discussions with certain federal and state government
representatives, as well as representatives of certain private sector entities,
that certain prospective customers, including such representatives with whom we
have had discussions,



                                       20
<PAGE>

who possess critical infrastructure may be more inclined to utilize emergency
software that operates in a client server mode versus a web based format due to
perceived security concerns relating to web based formats.

         New Technologies
         ----------------

         The Company may also face competition from other technologies and
services which are currently being introduced and may be introduced in the
future. The continued acceptance of analog SMR services and the acceptance of
the services we plan to offer and anticipate offering may be adversely affected
by the development and availability of new technology.

         Regulation
         ----------

                  220 MHz SMR Radio Service
                  -------------------------

         Historical Regulatory Overview of the 220 MHz Service

         The licensing, operation, and acquisition of specialized mobile radio
systems ("SMR") in the United States, which includes 220-222 MHz systems, is
regulated by the FCC under the Communications Act of 1934, as amended (the
"Act") and pursuant to the FCC's rules and related regulations.

         The first commercial SMR service, which utilized the 800 MHz and 900
MHz band, became operational in 1974. The FCC authorized the current 220 MHz
service in 1991, seeking to introduce a "narrowband" service, on one-fifth of
the frequency of conventional SMR services, e.g., 5 kHz per channel, for such
services as dispatch and fleet communications ("Phase I Licenses"). The FCC
conducted a lottery for local and nationwide site specific FCC Licenses to
operate on these channels, which was completed in 1993.

         In light of the difficulties surrounding the industry, the FCC
suspended modification applications for the newly authorized licenses in order
to "freeze" them in place while it considered how to proceed with the service.
Thereafter, the FCC permitted limited modifications to Phase I Licenses and
determined to auction all "Phase II" service licenses in 1998. The highest
bidders for these "Phase II" licenses were required to provide a certain level
of interference protection to Phase I Licensees who already held licenses issued
through the lottery. In all other cases, Phase II licensees are permitted to
construct facilities anywhere within their licensed geographic area.

         Legislative Trends in the 220 MHz Service

         In 1993, Congress passed the Omnibus Budget Reconciliation Act which
altered the FCC's designation of all mobile wireless systems. The FCC was
ordered to adopt regulations that would divide mobile wireless licensees based
on whether the licensee provided "private" or "commercial" mobile radio
services. Previously, such services



                                       21
<PAGE>

were regulated based on the various type of service provided by the licensee
such as cellular or SMR.

         To be classified as a "commercial" mobile wireless provider, the
service must be: (i) provided for profit; (ii) interconnected to the public
switched telephone network; and (iii) available to the public. To the extent
that 220 MHz systems meet these criteria, they are regulated in a similar manner
to other mobile wireless service providers.

         Regulatory Trends in the 220 MHz Service

         In 1997, to expedite the construction of 220 MHz service systems, the
FCC revised its rules to permit Phase II licensees to enter into agreements for
the partitioning of a licensee's geographical service area and/or the
disaggregation of a licensee's spectrum. Partitioning contemplates the division
of the service area between two geographic areas, e.g., county lines, whereas
disaggregation contemplates the assignment of a portion of the licensed spectrum
in the same geographic area to a third party. The FCC based this regulatory
change on the belief that these steps would introduce new entrants into markets,
thus spurring the most efficient use of the spectrum, and increase service to
the public.

         To augment its presence in particular markets and to bolster its
marketing strategy, the Company may enter into agreements with third parties
with respect to licenses it may acquire in the future for the partition of
service area and/or disaggregation of spectrum.

         The FCC has also announced that it will conduct a future auction for
certain Phase II 220-222 MHz service licenses that were not successfully
auctioned in 1998. Depending upon working capital considerations at such time,
the Company may participate in such auction. The Company is aware of certain 220
MHz service providers who have expressed an interest in participating in such
auction with whom the Company may later discuss select asset acquisitions.

         Business Trends in the 220 MHz Service

         The land mobile and fixed use wireless industry as a whole has gone
through a tremendous level of consolidation in the past several years, with
significant amounts of 800 MHz SMR and 900 MHz SMR spectrum being purchased by
Nextel. With respect to the 220-222 MHz service, the main focus has recently
been on loading customers to the systems so that the licensee can build out its
system in accordance with FCC service requirements. The FCC has established
specific service requirements with respect to the coverage of licensed
geographic areas, which are discussed in the next section.

         Certain 220 MHz service providers have focused on the acquisition of
licenses to complement their current authorized service area, either through
partitioning and disaggregation, or through the outright purchase of the FCC
licenses.

                                       22
<PAGE>

         Current Regulations in the 220 MHz Service

         The FCC requires licensees to meet certain benchmarks of service tied
to the issuance of the Phase II licenses. Specifically, within five years of
obtaining Economic Area and Regional license authorizations, the licensee is
required to provide service coverage to one-third of the population. Moreover,
within the initial license term, e.g., 10 years, the licensee must provide
service coverage to two-thirds of the population within its geographic area. In
the event that the licensee does not construct its system to meet the respective
thresholds, the FCC will automatically cancel the entire license, and will not
credit the licensee for any of the sites that it may have already constructed.
Licensees are also required to comply with the technical requirements specified
in the FCC's rules to ensure that no other party receives unauthorized levels of
interference.

         Such regulations may have the effect of dramatically reducing the
number of 220 MHz SMR licenses and systems available for acquisition and use if
the current or later owners and operators of such licenses and systems, which
may include the Company as to at least certain of such licenses and systems, do
not timely comply with such service coverage requirements. This could, in turn,
substantially reduce the size of coverage areas and make the Company's
telecommunications services less desirable to end-users.

         Ownership of 220 MHz Service Systems

         The Act restricts foreign investment in commercial mobile radio service
operators. Specifically, foreign corporations may not own more than 20% of the
license or licensee, or more than 25% of the parent of a licensee. The FCC has
authority to waive the 25% limit if the public interest would be served. By
their terms, these foreign ownership restrictions do not apply to private
carriers; however, under the 1993 Budget Act, private carriers reclassified as
commercial mobile radio service providers are subject to these limitations. In
addition, wireline carriers have recently been permitted by the FCC to own 220
MHz service licenses.

         Prior FCC approval is required for (i) the assignment of any 220 MHz
service license or (ii) any transfer of control of a 220 MHz service licensee.
No such assignment or transfer will be approved prior to the completion of
construction of a 220 MHz service system and the initiation of service on the
system. The FCC has determined that 220 MHz service licensees will be deemed to
have met the initiation of service requirement by satisfying either the "placed
in operation" provisions of Section 90.155 of the FCC's Rules (requiring that at
least one associated mobile unit be placed in operation) or the "commencement of
service" provisions of Section 90.167 of the FCC's Rules (requiring the
provision of service to at least one party unaffiliated with, controlled by, or
related to the providing carrier). A single licensee is interpreted to include
two licensees with substantial overlapping ownership.



                                       23
<PAGE>

         The FCC has established guidelines applicable to management and other
non-equity agreements affecting SMR systems, including 220 MHz service systems,
to determine whether the manager or other entity has assumed de facto control of
the system. The criteria for determining "de facto control" is drawn from the
precedent established for common carrier systems, and includes application of
the following factors: (i) whether the licensee has unfettered use of all
facilities and equipment; (ii) whether the licensee determines and carries out
the policy decisions, including preparing and filing of applications with the
FCC; (iii) whether the licensee is in charge of employment, supervision, and
dismissal of personnel; (iv) whether the licensee is in charge of payment of
financing obligations, including expenses arising out of operating; and (v)
whether the licensee receives monies and profits from the operation of the
facilities.

         In addition, any manager of the operations of a 220 MHz service license
shall be considered to have an attributable interest in such licensee, for
purposes of applying the spectrum cap limitations established in the FCC's
rules, if such persons have the authority to make decisions that significantly
influence: (i) the nature or types of service offered by such licensee; (ii) the
terms upon which such services are offered; or (iii) the prices charged for such
services.

         Emergency Management Software
         -----------------------------

         We are not presently aware of any current or proposed legislation
effecting the emergency management software sector generally.

         Employees
         ---------

         As of June 30, 2002 and September 20, 2002, we employed approximately
twenty eight (28) persons on a full-time basis, including our Chief Executive
Officer/President, and Chief Operating Officer/Chief Technical Officer, and our
former Executive Vice President/Public Safety. We currently believe that we will
have to significantly increase the number of our employees as we may expand our
business due to the numerous employee functions inherent in our business, ie.
sales, service, maintenance, billing and other services. Our personnel are not
subject to any collective bargaining agreements and management believes that its
relationship with its personnel is good.

ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------

         Our principal executive offices are located at 5440 N.W. 33 Avenue,
Fort Lauderdale, Florida 33309-6338. Through September 23, 2002, such facilities
were made available to the Company on a month to month basis at a rate of $3,000
per month. We recently acquired approximately 2,600 square feet of additional
office space adjacent to our current facility, for an aggregate of approximately
6,870 square feet pursuant to a written lease agreement for a period of eighteen
(18) months at a rate of $7,246 per month. These offices are sufficient to meet
our present needs and we do not anticipate any difficulty in


                                       24
<PAGE>

securing additional or other office space if required or desired at competitive
rates and on terms acceptable to the Company.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

         We are not a party to and none of our property is subject to any
pending or threatened legal, governmental, administrative or judicial
proceedings. There has never been a bankruptcy or receivership proceeding.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

           Not Applicable


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------------------------

         We have never traded on any securities exchange. We plan to make
application to trade our common stock on the over-the-counter bulletin board
("OTCBB") and/or the Bulletin Board Exchange ("BBX") at some as yet undetermined
time. There can be no assurance that an active public trading market for our
common stock will develop or be sustained if developed.

Holders:

         As of September 20, 2002 there were 6,312,750 shares of common stock
issued and outstanding and approximately 200 shareholders of record. We also
have as of September 20, 2002 outstanding warrants which are currently
exercisable and which, if exercised would result in the issuance of an
additional 3,860,000 shares of our restricted common stock. A substantial number
of our shareholders are themselves equity owners in entities which own and/or
operate 220 MHz SMR licenses and/or systems.

Dividends:

         We have not declared any dividends. There are no restrictions on the
common stock or otherwise that limit the ability of us to pay dividends if
declared by the Board of Directors.
         The holders of common stock are entitled to receive dividends when and
if declared by the Board of Directors, out of funds legally available therefore
and to share pro-rata in any distribution to the stockholders. Generally, we are
not able to pay dividends if after payment of the dividends, we would be unable
to pay our liabilities as they become due or if the value of our assets, after
payment of the liabilities, is less than the aggregate of our liabilities and
stated capital of all classes.

                                       25
<PAGE>

         As of June 30, 2002, we did not have any compensation plans, including
individual compensation arrangements, under which equity securities of the
Company are authorized for issuance, except as follows:
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
Plan Category           Number of securities to       Weighted-average           Number of securities
                        be issued upon exercise       exercise price of          remaining available for
                        of outstanding options,       outstanding options,       future issuances under
                        warrants and rights           warrants and rights        equity compensation plans
                                                                                 (excluding securities
                                                                                 reflected in column (a)
                        (a)                           (b)                        (c)
------------------------------------------------------------------------------------------------------------
<S>                     <C>                           <C>                       <C>
Equity                  None                          Not Applicable             Not Applicable
compensation
plans approved by
security holders
------------------------------------------------------------------------------------------------------------
Equity                  120,000*                      $3.00*                                  *
compensation
plans not approved      300,000**                     $1.50**                                **
by security
holders
------------------------------------------------------------------------------------------------------------
Total                   120,000*                      $3.00*                                  *
                        300,000**                     $1.50**                                **
------------------------------------------------------------------------------------------------------------
</TABLE>

         * We entered into a three year employment agreement with Mr. David
George on April 26, 2002 to serve, effective April 29, 2002, as our Chief
Operating Officer, Chief Technical Officer and President of our Land Mobile
Radio Division. Such agreement generally provides for an annual salary of
$130,000, the grant of warrants to purchase 120,000 shares of the Company's
common stock vesting over such three year period (37,500 shares vesting as of
July 30, 2002, 2,500 shares vesting as of August 30, 2002 and 2,500 shares
vesting on the last business day of each month thereafter provided Mr. George is
then an employee of the Company) exercisable at $3.00 per share for a period of
ten years from the date of grant, subject to customary adjustments, and the
right to receive certain stock options based upon specified performance criteria
relating generally to the sale of 220 MHz SMR radios and related equipment.

         ** Provided Datamarine delivers certain radios to the Company at a
purchase price of $250 per radio less the cost of components to be paid by the
Company necessary for the completion of such radios, the Company will issue
common stock purchase warrants to Datamarine within 12 months following the
delivery of such radios. Such warrants, exercisable for a period of 3 years from
the date of issuance, will permit Datamarine to purchase 300,000 shares of the
Company's restricted common stock at an exercise price of $1.50 per share,
subject to customary adjustments.



                                       26
<PAGE>

         During the last three years, we issued the following Company securities
pursuant to Section 4(2) of the Securities Act, based upon the limited number of
offerees, their relationship to the Company, their status as accredited
investors, the amount of securities offered in each offering, the size of the
respective offerings, and the manner of each offering:

         In August 2001, we issued a promissory note to our former Chief
Executive Officer for $80,000, with simple interest at the rate of 5% per annum,
payable on or before July 31, 2002 for business expenses previously advanced by
such person on the Company's behalf; all of such funds have been timely repaid.

         From October 17, 2001 through April 26, 2002, we issued units ("Units")
at a price of $5,000 per Unit to certain accredited investors pursuant to Rule
506 and Section 4(2) under the Securities Act; each Unit is comprised of 5,000
shares of restricted common stock and a warrant to purchase 2,500 shares of
restricted common stock at an exercise price of $1.50 per share for a period of
3 years from the date of issuance, subject to customary adjustments. Investors
who subscribed for $50,000-$99,500, or $100,000 or more, received a warrant per
each Unit for 5,000 shares and 7,500 shares, respectively, and otherwise having
the same terms and conditions as the warrants described above. The gross
offering proceeds were $3,705,000. Each of the certificates representing shares
of common stock and warrants bear a restrictive legend restricting
transferability under the Securities Act.

         From April 29, 2002 through September 20, 2002, we issued units at a
price of $7,500 per unit for an aggregate of $1,410,000 to accredited investors
pursuant to Rule 506 under the Securities Act; each Unit is comprised of 3,000
shares of restricted common stock and a warrant to purchase 1,500 shares of
restricted common stock at an exercise price of $3.00 per share for a period of
3 years from the date of issuance, subject to customary adjustments. Each of the
certificates representing shares of common stock and warrants bear a restrictive
legend restricting transferability under the Securities Act.

         See also "PART III. ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE
ACT-EMPLOYMENT AGREEMENTS."

         Factors That May Affect Future Operating Results
         ------------------------------------------------

         We make statements in this Report on Form 10-KSB as well as in our
press releases or verbal statements that may be made by our officers, directors
or employees acting on behalf of our Company, that are not historical fact and
constitute "forward-looking statements." Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause our
actual results to be materially different from the historical results or from
any results expressed or implied by such forward- looking statements. Factors
that might cause such a difference include, without limitation,


                                       27
<PAGE>

the information set forth below. In addition to statements, which explicitly
describe such risks and uncertainties, statements labeled with the terms
"believes", "belief", "expects", "plans", or "anticipates" should be considered
uncertain and forward-looking. All cautionary statements made in this Report
should be read as being applicable to all related forward-looking statements
wherever they may appear.

         ABSENCE OF MEANINGFUL OPERATING HISTORY; NO ASSURANCES OF
PROFITABILITY. While we were incorporated in July 1996 and conducted limited
operations for a short period, we have not had any significant operations.
Revenue and income potential of our proposed business and operations is unproven
and a lack of operating history makes it difficult to evaluate the future
prospects of our business.

          UNCERTAINTY OF FUTURE PROFITABILITY. We anticipate that profits, if
any, will be derived from our success in "loading" or obtaining subscribers to
the systems we may operate, of which no assurances are given. We are subject to
all the substantial risks inherent in the development of a business enterprise
within an industry that itself has only generated limited revenues to date.
Accordingly, no assurances can be given that our business will ever be
successful or that we will ever be or remain profitable.

         GOING CONCERN CONSIDERATIONS. Our financial statements appearing
elsewhere in this report have been prepared on a going concern basis that
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. Management realizes that we must
generate capital and revenue resources to enable us to achieve profitable
operations.

         We are planning to obtain additional capital by achieving at least
break-even cash flow from operations and selling equity and/or debt securities.
The realization of assets and satisfaction of liabilities in the normal course
of business is dependent upon us obtaining additional revenues and equity
capital and ultimately achieving profitable operations. No assurances can be
made that we will be successful in these activities. Should any of these events
not occur, our financial statements will be materially affected.

         UNCERTAIN ABILITY TO MEET CAPITAL NEEDS. We will require additional
capital to fund our operations which are capital intensive, and which we are
currently seeking through additional equity financing. The failure of the
Company to obtain financing as needed would have a material adverse effect upon
the Company and its business as we believe our current cash position will enable
us to sustain operations for up to approximately four (4) months. If additional
funds are obtained by issuing equity securities and/or debt securities
convertible into equity, dilution to existing shareholders will result, and
future investors may be granted rights superior to those of existing
shareholders. There can be no assurances, however, that additional financing
will be available when needed, or if available, on acceptable terms. There are
no current agreements, arrangements, or understandings for any equity and/or
debt financing. The failure of the Company to obtain

                                       28
<PAGE>

such financing as required or otherwise desired will have a material adverse
effect upon the Company, its business and operations.

         ECONOMIC UNCERTAINTY. The U.S. economy has experienced an economic
downturn during the current year, further exacerbated by the events of September
11. In view of our formative development, we are currently unable to predict
with any certainty the impact, if any, of such economic downturn on our
financial condition or results of operations. We believe, in view of such
economic downturn, that many prospective business communications users may find
our reliable, low cost planned services to be desirable; we further believe, in
view of the current U.S. and worldwide political situation, and the concern and
need for reliable, low cost emergency management services by various local,
state and federal authorities, that the 220 MHz SMR spectrum can offer a timely,
reliable, low cost solution to such concern and need. However, we cannot assure
that we are correct in such beliefs. While we may experience demand for our
planned services if our beliefs prove correct, we understand anecdotally that
traditional sources of financing post- September 11 are more difficult to
access. If we find this to be the case, and cannot otherwise access required
capital, our business and operations will be negatively impacted even if demand
for our services is present.

         DEVELOPMENT RISKS GENERALLY. We intend to grow primarily by: (i)
marketing to and obtaining subscribers in the commercial and public
safety/emergency disaster relief sectors to utilize the voice and data
communication services offered and intended to be offered on our initially
acquired 220 MHz SMR systems, if any, thereby realizing fee- based subscriber
revenues; and (ii) expanding our service or coverage area and thereby our
subscriber base by purchasing select assets from other 220 MHz SMR system
owners, including 220 MHz SMR licenses and related equipment.

         Development involves substantial risks, further enumerated herein,
including the risk: (a) that we will not acquire what we believe to be the
minimum "critical mass" of assets so as to comprise approximately 100 220 MHz
SMR systems necessary to commence any meaningful operations; (b) that
development costs will exceed budgeted or contracted amounts; (c) that our
marketing efforts to "load" our SMR systems will not proceed as rapidly as
anticipated or otherwise be successful; (d) that our SMR systems will not
achieve desired revenue or profitability levels; (e) that substantial additional
financing, which will be necessary, may not be available or if available, might
not be on favorable terms; (f) of changes in applicable laws, rules, regulations
and interpretations which may adversely effect our business and operations; (g)
that we may not be able to purchase desired select assets to expand our coverage
area due to competition, financial or other considerations or otherwise
successfully manage or integrate such asset purchases with our then operations;
(h) of competition from other 220 MHz SMR operators as well as other providers
of wireless communication services, many of the latter of whom have
substantially greater financial and other resources than the Company; (i) we may
not for whatever reason(s) be successful in our marketing efforts to the
emergency management services sector; and (j) of technology changes within the
wireless communication industry



                                       29
<PAGE>

and our potential inability to adopt such changes to our SMR systems if so
desired by prospective or then current subscribers either due to technology
constraints which may be inherent to the 220 MHz radio spectrum, financial
constraints, or otherwise. There can be no assurances that we will be successful
in executing upon our business plan.

         INDUSTRY OPERATING HISTORY; UNCERTAINTY OF BROAD BASED MARKET
ACCEPTANCE. Although numerous 220 MHz systems are operational in the United
States, including many "mom and pop" system operators which produce minimal
revenues, and fleet operators, many other systems are "operational" in the sense
that they were constructed in advance of FCC construction deadlines, are
available for "loading" of subscribers, but are otherwise producing minimal or
no subscriber revenues. The 220 MHz SMR industry may therefore be viewed as
having a less than successful operating history subject to uncertainty
concerning the operational viability of many markets.

          Many participants within the 220 MHz SMR industry concentrated their
efforts and capital expenditures initially on construction of 220 MHz SMR
systems in advance of FCC construction deadlines and the later acquisition of
additional 220 MHz SMR spectrum in subsequent FCC auctions. As such, they have
had only limited success to date in their marketing efforts to "load" their
systems due to their lack of needed additional working capital for marketing
purposes and their inability to secure desired radio equipment inventory from
the manufacturer of such equipment due to its own working capital constraints.
As a result, many 220 MHz SMR industry participants have generated only minimal
revenues and have incurred and continue to incur losses. We are aware of one
California based 220 MHz SMR operator of a substantial number of 220 MHz SMR
systems in several major U.S. markets that recently filed for bankruptcy
protection.

         The success of our business may be affected by matters beyond our
control, including but not limited to changes in technology and equipment,
equipment costs, competition, future demand for our planned services and changes
in economic conditions, all of which can impact upon market acceptance. While
management believes, based upon its knowledge of the industry generally, and
based upon informal discussions with certain public safety/emergency disaster
relief management personnel, that there is a perceived need and desire for our
planned services, no assurance can be given that such perceived need for our
services is correct. We have not conducted any internally generated marketing
research and do not intend to do so.

         RISKS ASSOCIATED WITH SELECT ASSET PURCHASES. We plan to expand our
planned initially established service or coverage area and subscriber base by
purchasing select assets from other 220 MHz SMR system owner/operators,
including 220 MHz SMR licenses and related equipment for Company securities, and
to a substantially lesser extent, if available, for cash. While management
believes, based upon informal discussions with industry trade association
personnel, that there may be many owner/operators of SMR systems with minimal or
no subscriber base who do not desire to further proceed with the substantial
effort, time and expense required to load and otherwise operate their SMR


                                       30
<PAGE>

systems and may be desirous of selling certain assets comprising their systems
for securities and/or cash, no assurances are given that we are correct in our
belief. To the extent that we are successful in purchasing any such select
assets, no assurances are given that we will be successful in integrating such
assets with our then current systems. We will generally be limited to effecting
asset purchases, if at all, involving SMR equipment compatible with our planned
systems and equipment.

         DEPENDENCE ON MANAGEMENT. The success of our business is materially
dependent upon the continued services of our Chief Executive Officer/President,
Mr. Hanan "Hank" Klein, our Chief Operating Officer/Chief Technical
Officer/President, Land Mobile Radio Division, Mr. David L. George, and our
National Marketing Manager, Mr. Michael Sullivan. While each of Messrs. Klein,
George, and Sullivan has had substantial business experience within the 220 MHz
SMR, telecommunications, and public safety/emergency disaster relief sectors,
respectively, no assurances are given that such collective prior experience will
assure our profitability or success. We do not presently have any key man life
insurance on any of such persons; while we intend to apply for such insurance in
such amounts as we deem appropriate, it is uncertain at this time as to when we
will apply for and obtain such insurance.

         POTENTIAL CONFLICTS OF INTEREST BETWEEN MANAGEMENT AND THE COMPANY. Our
principal executive officers, Messrs. Klein and George devote full-time to the
business of the Company. Management is not currently aware of any known or
potential conflicts at this time other than Mr. Klein's minority equity
ownership interest in certain 220 MHz SMR systems and entities which own 220 MHz
SMR licenses whom we may approach to discuss the possible acquisition thereof,
which systems are currently being managed by the management company with whom
the Company recently entered into a radio subscriber service agreement. Our
management has not established any policies for handling any conflicts which may
arise between the interests of the Company and the interests of any member of
management. Company security holders will be relying solely on our management's
and our Board of Directors' judgment concerning the resolution of any conflicts
or potential conflicts.

         FCC REGULATIONS GENERALLY. The licensing, construction, operation,
sale, interconnection arrangements and acquisitions of 220 MHz SMR systems are
regulated by the FCC. These regulations are subject to change, which changes
could adversely affect our financial condition and results of operation.

         COMPETITION. The wireless communications industry is highly competitive
and influenced by the introduction of new services by, and the marketing and
pricing activities of, industry participants. We will compete with numerous
other businesses engaged in the telecommunications industry which market the
same or similar services and products as those marketed and intended to be
marketed by the Company, many of which businesses have or may have substantially
greater capital and other resources than the Company.



                                       31
<PAGE>

         The greater financial resources of many cellular telephone, as well as
certain 800 MHz SMR service providers, currently permit such entities to offer
creative pricing and incentive packages which we cannot presently offer and may
not be able to offer in the future. Improvements in technology may adversely
impact the demand for our services, which could adversely affect our operations.
Other modes of wireless communications such as cellular, specialized mobile
radio (800 and 900 MHz), personal communications systems ("PCS") and one-way
paging are examples of current competing technology. While we believe, due to
the costs for such services compared to the relatively low cost of 220 MHz SMR
service, that 220 MHz SMR service may be ideal for radio dispatch subscribers as
well as other potential end- users, no assurances are given that we are correct
in our belief, or that we will successfully compete.

         ANTI-TAKEOVER PROVISIONS OF CERTAIN PROVISIONS OF ARTICLES OF
INCORPORATION AND BYLAWS. Our Articles of Incorporation, as amended, provide for
a staggered Board of Directors. Mr. Klein's term expires in 2003. Our Articles
of Incorporation, as amended, also provide for a substantial number of shares of
common stock and "blank check" preferred stock authorized for issuance. Our
Bylaws provide, among other things, in and in pertinent part, that nominations
for election to our Board of Directors, other than those made by the Board of
Directors, shall be made by written notification delivered to the Company not
less than 20 and not more than 50 days prior to any annual or special meeting of
shareholders called for the election of directors. Such provisions may have the
effect of discouraging any takeover of the Company by others.

         PENNY STOCK SALES RULES. The SEC has adopted regulations, which
generally define penny stock to be equity securities that have a market price of
less than $5.00 per share. Such designation imposes additional sale practice
requirements on broker/dealers which sell such securities to persons other than
established customers and institutional accredited investors. For transactions
covered by these regulations, a broker/dealer must make a special suitability
determination for the purchaser and have received the purchaser's written
consent to the transaction prior to sale. These regulations may restrict the
ability of brokers, dealers and investors to sell our common stock to the extent
our common stock may be subject to such regulations.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ---------------------------------------------------------

         In addition to the historical information contained herein, we make
statements in this Report on Form 10-KSB and in other reports we file with the
SEC under the Securities Exchange Act of 1934 ("Exchange Act") that are
considered forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the
Exchange Act. Sometimes these statements will contain words such as "believes, "
expects, " intends" "should," "will," "plans," and other similar words. These
statements are not guarantees of our future performance and are subject to risk,
uncertainties, and other important factors, certain of which are discussed
herein under the heading "Factors That May Affect Future Operating Results" and
in other


                                       32
<PAGE>

reports we file with the SEC that could cause our actual performance or
achievements to be materially different from those expressed in any
forward-looking statements made by or on our behalf. Given these uncertainties,
undue reliance should not be placed on these forward-looking statements. We do
not assume the obligation to update any forward looking statements.

OVERVIEW

         The "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION" should
be read in conjunction with the Financial Statements of the Company accompanying
this Report.

         We are a Florida corporation located in the Fort Lauderdale, Florida
area.

         We currently offer and sell 220 MHz Specialized Mobile Radio ("SMR")
products and license emergency management software programs to various end
users.

         We plan to continue such product offering and to also engage through
one or more subsidiaries (collectively, the "Company") in the development,
operation and management of 220 MHz SMR wireless voice and data communications
services in both the commercial and public safety/emergency disaster relief
sectors.

PLAN OF OPERATION

         Our objectives over the next twelve months are to: (a) continue to
market and sell our current product offering; (b) commence and continue the
acquisition of select assets comprising operational 220 MHz SMR systems; and (c)
market to and obtain subscribers to utilize the telecommunications services we
plan to offer. As to potential asset acquisitions, the plan is to select markets
with adequate available channel density and population base to prove their
operating capability and to generate sufficient revenues to ultimately realize
positive cash flow and profitability.

         We do not currently have any formal arrangements to acquire wireless
assets.

         No assurances can be given, however, that we will meet our objectives,
that our business will ever be successful or that we will ever be or remain
profitable.

         Our activities during the fiscal year ended June 30, 2002 have entailed
securing capital for operations, conducting discussions with and retaining
certain persons for senior management, key and other employee and advisory board
positions, entering into an exclusive patent and related technology license
agreement with Datamarine, entering into a long term emergency management
software licensing agreement and radio service subscriber agreement discussed
earlier herein, and commencing the sale of radio products and the licensing of
emergency management software programs to various end users.


                                       33
<PAGE>

         We offer two-way dispatch wireless voice and data communications
services for both commercial use and the public safety/emergency disaster relief
sector. As subscriber demand may require, we may also later offer such services
as voice mail, call forwarding and follow me roaming. We will generally use
leased facilities on existing tower sites so as to avoid the cost of tower and
shelter construction.

         Over the next twelve months, our marketing objective is to continue to
offer and sell our current product offering and to activate subscribers on the
systems we have access to and otherwise plan to operate.

         We believe, based upon informal discussions with industry trade
association personnel, that there are many owner/operators of 220 MHz SMR
systems with minimal or no subscriber base who do not desire to further proceed
with the substantial effort, time and expense required to load and otherwise
operate their 220 MHz SMR systems and may be desirous of selling certain assets
comprising their systems for cash and/or securities. No assurances are given,
however, that we are correct in our belief. To the extent we may be successful
in purchasing any such select assets, no assurances are given we will be
successful in integrating such assets with our then current systems, if any. We
will generally be limited to effecting asset purchases, if at all, involving 220
MHz SMR equipment compatible with the systems and equipment we plan to operate.

         Our anticipated recurring revenues will consist primarily of subscriber
network usage revenues, which consist of monthly access fees per unit, possible
incremental charges based on minutes of use in connection with interconnected
service, and sales and leasing of communication equipment. From time to time,
changes in our plans may dictate that certain assets, originally intended to be
included in an operating system, will be sold, traded or used in joint venture
or in partnership with existing service providers in a particular market to
provide either additional cash flow for growth or to begin or strengthen
specific strategic alliances.

         As to the 220 MHz systems we plan to operate, we will focus our
marketing efforts, initially, on establishing a limited direct sales, marketing
and service staff, establishing dealer networks and retaining independent
agents. To the extent we are successful in initially acquiring assets to
comprise 220 MHz SMR systems and in the loading of such systems, we will, as
cash flow permits, increase our direct sales, marketing and service staff and
seek to expand our dealer network relationships.

           We believe that we will have to significantly increase the number of
our personnel over the next approximately 12-18 months as our business may
expand due to the numerous employee functions inherent in our business, ie.
sales, service, maintenance, billing and other services.

         In the event we receive between approximately the median and maximum
proceeds which we are currently seeking, as further discussed below, the receipt
of which no assurances are given, we also plan to engage in research and
development over


                                       34
<PAGE>

approximately the next 12 months and expend between approximately $1,000,000 to
$2,000,000 on the following: development of a new, smaller portable radio
product with greater power output; development of additional software and
related hardware to provide for transparent seamless network coverage between
220 MHz SMR systems; and the development of software and related hardware to
integrate our public safety software applications to 220 MHz SMR radio products.

LIQUIDITY AND CAPITAL RESOURCES

         Our financial statements appearing elsewhere in this report have been
prepared on a going concern basis that contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. Management realizes that we must generate capital and revenue
resources to enable us to achieve profitable operations.

         We are planning on obtaining additional capital by achieving at least
break-even cash flow from operations and selling equity and/or debt securities.
The realization of assets and satisfaction of liabilities in the normal course
of business is dependent upon us obtaining additional revenues and equity
capital and ultimately achieving profitable operations. No assurances can be
made that we will be successful in these activities. Should any of these events
not occur, our financial statements will be materially affected.

         We have received approximately $5,115,000 through September 20, 2002
(approximately $4,042,500 through June 30, 2002) in private equity financing
from certain accredited investors. Such proceeds are being utilized, among other
things, for working capital and general corporate purposes in furtherance of our
business plan.

         The Company has used a significant portion of the equity raised to
obtain three separate licensing agreements for certain products and services.
One agreement was completed in February 2002, and the other two in April 2002.
These agreements and the related costs through June 30, 2002 are as follows :
<TABLE>
<CAPTION>

                                              Total                 Cash Paid          License
                                            Purchase                 Through          Obligation
                                             Price                   6/30/02         Still Payable
                                             -----                   -------         -------------

<C>                                       <C>                    <C>                   <C>
220 MHz spectrum use                      $1,000,000             $1,000,000            $      -0-
agreement

220 MHz radio patent and                     569,000                445,000               124,000
technology agreement

Software license                             439,000                439,000                   -0-
                                          ----------            -----------            ----------
                                          $2,008,000             $1,884,000            $  124,000
</TABLE>


                                       35
<PAGE>

         We currently plan to seek additional equity financing on a private
placement basis of up to approximately $6,427,500 from accredited investors.

         To the extent we are successful in raising additional private placement
equity capital of up to approximately $6,427,500, of which no assurances are
given, we believe that such funds, together with funds on hand, and funds
anticipated from operations, will provide sufficient capital to meet our cash
and operational requirements for up to approximately fifteen (15) months from
our receipt thereof. Such funds, if obtained, are planned to be utilized,
together with certain funds previously received, in the approximate amounts set
forth below for the following material commitments: working capital and general
corporate purposes, including but not limited to sales and marketing activities,
the hiring and retention of additional management, sales and marketing
personnel, and day to day operations ($4,350,000); research and development for
public safety and land mobile radio products ($2,000,000); 220 MHz SMR asset
acquisitions and related expenditures ($900,000); and public safety/emergency
disaster relief asset acquisitions and related expenditures ($250,000).

         Should we determine to accelerate our operational and marketing plans,
or conversely, should we receive substantially less than such amount in
additional proceeds, such time frame will be diminished and we will require
substantial additional capital, the availability of which no assurances are
given. In the event of our receipt of substantially less than such amount, we
nevertheless intend to proceed with our operational and marketing plans, albeit
in a curtailed manner as further described below. There are no current
arrangements with purchasers for any of our securities.

         In the event of our receipt of substantially less than approximately
$6,427,500 in additional gross proceeds, management may, in such event, itself
effect loans and/or one or more equity investments in the Company and will also
seek such financing from the Company's shareholders as well as third parties.
There are, however, no agreements, arrangements or understandings in this
regard.

         If required as determined by management, additional steps would also be
undertaken in the following order: (i) reduce level of planned staffing; (ii)
outsource sales and marketing efforts on a commission-only basis; and (iii seek
to sell select assets, as may be required, from time to time, for cash proceeds.

         In the event we were to receive little or no additional proceeds, such
event will significantly restrict our operations and will have a substantial
adverse effect on the Company and shareholders. The failure of the Company to
obtain financing as needed would have a material adverse effect upon the Company
and its business as we believe our current cash position will enable us to
sustain current operations for up to approximately six (6)


                                       36
<PAGE>

months. No assurances are given that the Company will be able to obtain
additional capital as required or otherwise desired, or otherwise obtain
additional capital on terms acceptable to the Company.

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

         The Company's consolidated financial statements and the notes thereto
appear in Part III. Item 13. of this report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

         None

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         -----------------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         -------------------------------------------------

         The following table sets forth as of the date hereof, except as
otherwise noted, the names, ages and positions held with respect to each
Director, Executive Officer, and significant employees expected to make a
significant contribution to the Company:
<TABLE>
<CAPTION>

Name of Officer                      Age    Position With Company                       Period Served
-----------------------------------------------------------------------------------------------------
<S>                                 <C>     <C>                                         <C>
Hanan "Hank" Klein                  61      Chairman of the Board of Directors
                                            Chief Executive Officer, President          August 1, 2001
                                            Secretary                                   to date

David L. George                     49      Chief Operating Officer,
                                            Chief Technical Officer,                    April 29, 2002
                                            President/Land Mobile Radio                 to date
                                            Division

Edward W.  Lent III                 55      Director, Executive Vice                    October 2001
                                            President/Public Safety                     to October 14,
                                                                                        2002
</TABLE>

         There are no family relationships between the directors, executive
officers, significant employees or any other person who may be selected as a
director or executive officer of the Company. None of the Company's directors or
executive officers is a director of any company that files reports with the SEC
except as otherwise disclosed below. None of the Company's Directors have been
involved in legal proceedings except as otherwise disclosed below.

         All directors of the Company hold office until the next annual meeting
of stockholders or until their successors are elected and qualified. Our
employee directors have not received any additional compensation since inception
for acting in such capacity and the Company has no plans to establish such a
compensation plan.

                                       37

<PAGE>


         Mr. Klein has been the Company's Chairman of the Board, Director, Chief
Executive Officer, President and Secretary of the Company since August 1, 2001.
Mr. Klein was appointed to serve as a director for the class of directors whose
term expires at the 2003 annual meeting of shareholders. Mr. Klein devotes full
time to the business and affairs of the Company. From approximately January 2000
to August 2001, Mr. Klein served as President of an entity engaged in the
purchase and resale of 220 MHz SMR radio equipment. From 1993 to approximately
August 2001, a company owned by Mr. Klein was engaged as an independent
contractor to several 220 MHz SMR systems owners pursuant to which he provided
sales and marketing services to such entities.

         Mr. George was retained on April 26, 2002 to serve, effective April 29,
2002 as the Company's Chief Operating Officer, Chief Technical Officer and
President/Land Mobile Radio Division. Mr. George is currently and since November
1995 has been a member of the Board of Directors of Powerwave Technologies,
Inc., a company which designs, manufactures and markets advanced radio frequency
(RF) power amplifiers for use in wireless communications networks worldwide, and
is listed on the NASDAQ Stock Market. Prior to joining the Company, Mr. George
was in private practice providing consulting services to participants in the
wireless industry, which he will continue to do on a part-time basis provided
such activities do not materially conflict with his duties to the Company. From
June 2000 to June 2001, he was Executive Vice President of Operations for
Securicor Wireless, Inc., a large mobile radio network provider. Mr. George was
the co-founder and served as Executive Vice President and Chief Technical
Officer of ComSpace Corporation ("Comspace"), formerly known as Unique
Technologies, International, L.L.C., a wireless technology development company
from February 1994 to June 2000. Comspace filed for protection under Chapter 7
of the U.S. bankruptcy laws in March 2002. From November 1983 to February 1994,
Mr. George served as Vice President, Director of Operations, Commercial Division
of Uniden America. A member of the Institute of Electrical and Electronic
Engineers (I.E.E.E.) for more than 20 years, he holds several patents relating
to wireless technology and networks.

         Mr. Lent was appointed as a director of the Company in October 2001 and
was appointed to serve as a director for the class of directors whose term
expires at the 2002 annual meeting of shareholders. He was retained in March
2002 as Executive Vice President/Public Safety. Mr. Lent resigned from all
officer, director and employee positions as of October 14, 2002 and entered into
an agreement with the Company as of that date in connection therewith. See "PART
III. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." From August 1999
to October 2001, Mr. Lent served as the Chief Operating Officer and a director
of Specialized Disaster Systems International, Inc. ("SDSI"), an emergency
management computer software products, consulting services and development
company located in Lake Ozark, Missouri, serving the public safety and
industrial safety sectors with emergency disaster and emergency medical software
applications. Since October 2001, Mr. Lent has been the Chief Executive Officer
and President of SDSI. Mr. Lent also served from October 2001 through August
2002 as the managing member of PSG, a limited liability company also located in
Lake Ozark,


                                       38
<PAGE>

Missouri, which offers similar services as offered by SDSI. Prior to August 1999
and since March 1995, Mr. Lent served in various other positions with SDSI,
including Vice President. Mr. Lent's responsibilities with SDSI have included
sales and marketing, development of sales and marketing strategies, and
establishing business partner relationships for the integration of a variety of
diverse products and capabilities into the EM/2000 emergency management software
system. Prior to his relationship with SDSI, Mr. Lent served from 1979 to 1995
as Chief of Operations of Prince George's County, Maryland, Office of Emergency
Preparedness where his responsibilities included the design, operation and
maintenance of such county's automated emergency operations center (EOC),
preparation and maintenance of all aspects of such county's emergency operations
plan, coordination of the operation of the public safety cable television
channel, supervision of all automation functions, administration and preparation
of the budget, administration of purchasing and logistics functions, command of
the Radiological Response Team, and supervision of the Radio Amateur Civil
Emergency Services/Amateur Radio Emergency Services (RACES/ARES) program. Mr.
Lent's professional organization associations include private sector member of
the National Emergency Management Association since 1994 (NEMA), member of the
International Association of Emergency Managers (IAEM) where he currently serves
on the Executive Board as President, Region III, as the Chairman of the
Technology Committee, and serves on the Business and Industry Committee, and
represents IAEM on the Department of Energy's Technical External Working Group,
member of the American Society of Professional Emergency Planners (ASPEP),
member of the State and Local Emergency Management Data Users Group (SALEMDUG),
and a member of eight different states' State Emergency Management Associations.

         Except as describe above, no current director, officer, affiliate or
promoter of the Company has within the past five years been subject to any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time, been convicted in or been the subject of
any pending criminal proceedings (excluding traffic violations and other minor
offenses), been the subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
such person's involvement in any type of business, securities or banking
business, or been found by a court of competent jurisdiction (in a civil
action), the SEC, or the Commodities Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgement has not been
reversed, suspended, or vacated.

         Key Employees
         -------------

         Michael Sullivan has served as our National Marketing Manager since the
end of June 2002. Mr. Sullivan is a founding member of PSG, and has served as
the managing member of such company since August 2002. From approximately April
1999 through June 2002, Mr. Sullivan was employed in several marketing and
business development positions with Electric Insurance Company, a
non-consolidated GE Capital related


                                       39
<PAGE>

company, where he was involved in establishing such company's online personal
insurance business. From approximately early 1997 to April 1999, Mr. Sullivan
served as a marketing manager with Travelers Property and Casualty, where his
responsibilities entailed developing strategic business channels and managing
group sales and marketing operations programs in approximately 13 states. Mr.
Sullivan also has over eight years of experience in the emergency management
sector as a volunteer K9 and rescue specialist, having worked with the North
Carolina Department of Emergency Management, the North Carolina State Bureau of
Investigations, and the Federal Bureau of Investigation, in over 80 search
operations, and has participated in various command center operations, including
K9 specialist and field team leader.

         Advisory Board
         --------------

         We have formed an advisory board which currently includes one person
with substantial prior public safety/emergency disaster relief management
experience. His name and background is set forth below.

         Our advisory board was formed with the purpose of, from time to time,
selecting persons that our senior management believes, based on their business
experience and relationships, may provide senior management with informal advice
and suggestions concerning prospective business contacts, marketing and
financing opportunities.

         Advisory board members are selected based upon a determination of a
majority of the Board of Directors. There is no specific schedule as to when or
why the advisory board may meet in view of its informal nature. Individual
advisory board members may be contacted from time to time by members of our
senior management to informally discuss the matters described above. There is no
formal compensation arrangement for advisory board members. Advisory board
members may be compensated on an hourly basis in cash and/or Company securities
for serving in such capacity.

         Mr. John K. Schroeder, Jr., U.S. Air Force, Colonel (ret.) served 28
years in the U.S. Air Force, including two combat tours in Vietnam. Following
his retirement from the military, Mr. Schroeder served approximately two and one
half years as the Emergency Management Director of a northwestern county in
Pennsylvania followed by a similar position in Prince George's County in
Maryland in which he served from late 1985 through 1995. During Mr. Schroeder's
career as an emergency management professional, he served in the following
organizations: President, Maryland Emergency Management Association; Chairman,
Metropolitan Washington Council of Government's Disaster and Emergency
Preparedness; Member, Maryland's Governor's Emergency Management Advisory
Council; Member, Steering Committee of the National Task Force on Hazardous
Materials Emergency Preparedness; and President, National Coordinating Council
on Emergency Management Preparedness.

         The Company's Articles of Incorporation, as amended, provide for three
classes of directors, and further provide that directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting


                                       40
<PAGE>

of shareholders after their election. Subject to the rights of the holders of
any series of Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, and the directors so chosen
shall hold office for a term expiring at the annual meeting of shareholders at
which the term of the class to which they have been elected expires. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

         All directors hold office, subject to such staggered board provisions,
until the next annual meeting of shareholders of the Company and until their
successors are elected and qualified. Officers hold office until the first
meeting of directors following the annual meeting of shareholders and until
their successors are elected and qualified, subject to earlier removal by the
Board of Directors.

         There are no provisions in our Articles of Incorporation, as amended,
or bylaws that would delay, defer, or prevent a change of control, except to the
extent as may be influenced by staggered board of director provisions in our
Articles of Incorporation, as amended, and the ability of the Board of Directors
to issue shares of preferred stock with such designations, rights and
preferences as the Board of Directors may, in its sole discretion, determine. We
have no current plans to issue any of such preferred stock.

         Employment Agreements
         ---------------------

         We currently have only one formal employment agreement with a member of
our senior management team, which is discussed below, but plan to enter into
formal written employment agreements with certain other management personnel in
the near future. Such compensation is anticipated to include a combination of
cash, stock and/or stock options.

         We entered into a three year employment agreement with Mr. David George
on April 26, 2002 to serve, effective April 29, 2002, as our Chief Operating
Officer, Chief Technical Officer and President of our Land Mobile Radio
Division. Such agreement generally provides for an annual salary of $130,000,
the grant of warrants to purchase 120,000 shares of the Company's common stock
vesting over such three year period (37,500 shares vesting as of July 30, 2002,
2,500 shares vesting as of August 30, 2002 and 2,500 shares vesting on the last
business day of each month thereafter provided Mr. George is then an employee of
the Company) exercisable at $3.00 per share for a period of ten years from the
date of grant, subject to customary adjustments, and the right to receive
certain stock options based upon specified performance criteria relating
generally to the sale of 220 MHz SMR radios and related equipment.

         Mr. Klein currently is, and Mr. Lent through his date of termination
was, compensated in each of their respective officer capacities at a salary of
$120,000 per annum. See also "PART III. ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."


                                       41
<PAGE>

         We are currently engaged in discussions with certain persons for senior
company management and key employee positions having substantial marketing,
sales and related 220 MHz SMR and public safety/emergency disaster relief
management experience. It is anticipated that certain of such persons'
compensation packages will include cash and stock options. Any future issuances
of stock options could dilute the voting rights and economic interests of
holders of shares of common stock.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

         Section 16(a) of the Exchange Act and the rules thereunder require the
Company's officers and directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Commission and to furnish
the Company with copies.

         Based on its reviews of the copies of the Section 16(a) forms received
by it, or written representations from certain reporting persons, the Company
believes that, during the last fiscal year, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were timely filed.

ITEM 10. EXECUTIVE COMPENSATION
         ----------------------

         The following table sets forth, for the fiscal year ended June 30, 2002
certain information regarding the compensation earned by the Company's Chief
Executive Officer. No other executive officer received an annual salary and
bonus for fiscal year 2002 in excess of $100,000 with respect to services
rendered by any of such persons to the Company and its subsidiaries.
<TABLE>
<CAPTION>

                               Annual Compensation

Name and Principal Position         Year    Salary    Bonus       Other Annual Compensation
--------------------------------------------------------------------------------------------

<S>                                 <C>     <C>       <C>                  <C>
Hanan Klein, CEO, President,        2002    $34,077   $-0-                 $-0-
Chairman of the Board
</TABLE>

     The Company has not entered into any Long-Term Incentive Plan Awards since
inception.


         No member of management, including the Company's prior Chief Executive
Officer, Mr. Gary D. Lipson, earned more than $100,000 in the fiscal year ended
June 30, 2001 or June 30, 2000. The Company's prior Chief Executive Officer, Mr.
Gary D. Lipson, did not earn any compensation for the fiscal year ended June 30,
2002, June 30, 2001 or June 30, 2000.


                                       42
<PAGE>

Stock Option Grants
-------------------

         There were no stock options or stock appreciation rights granted to any
executive officers or directors in the last three fiscal years or any stock
option exercises by any such persons during such time period. See also "ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16 (A) OF THE EXCHANGE ACT - EMPLOYMENT AGREEMENTS."

Stock Option Plan
-----------------

         We plan to adopt an incentive based employee stock option plan for
senior management and key employees, the number of shares are subject to and
terms and conditions of which are still to be determined. Any further issuances
of such options could dilute the voting rights, and economic interests of
holders of common stock.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

         The following table sets forth as of September 20, 2002: (i) each of
the Company's officers and directors, (ii) each person who is known by the
Company to own beneficially more than 5% of the outstanding shares of common
stock, and (iii) all of the Company's officers and directors as a group:
<TABLE>
<CAPTION>

                                                                                Percentage of
           Name and Address of              Amount and Nature of              Outstanding Shares
           Beneficial Owner (1)             Beneficial Ownership (2)           of Common Stock (3)
         --------------------------------------------------------------------------------------------

<S>                                                  <C>                            <C>
         Hanan "Hank" Klein(4)                       (5)                            (5)
         c/o BizCom U.S.A., Inc.
         5440 NW 33rd Avenue, Suite 106
         Fort Lauderdale, Florida 33309

         David L. George   (6)                       47,500 (7)                     (8)
         c/o BizCom U.S.A., Inc.
         5440 NW 33rd Avenue, Suite 106
         Fort Lauderdale, Florida 33309

         Edward W. Lent III (9)                      (5)                            (5)
         c/o BizCom U.S.A., Inc.
         5440 NW 33rd Avenue, Suite 106
         Fort Lauderdale, Florida 33309

         Chi Holdings, Inc. (10)                    372,750                        5.9%
         9350 South Dixie Highway, Suite 1550
         Miami, FL 33156

         SMR Holdings, Inc. (10)                    745,500                      11.81%
         1170 Hillsboro Mile, #106
         Hillsboro Beach, FL 33062

         SMR Associates, Inc. (10)                  745,500                      11.81%
         962 NW 92nd Terrace
         Plantation, FL 33324

         Officer and directors
         as a group (3 persons) (11)                 47,500 (11)                    (8)
</TABLE>

                                       43
<PAGE>

(1)  Each of the persons listed has sole voting, investment, and dispositive
     power, except as otherwise noted.

(2)  Beneficial ownership has been determined in accordance with Rule 13d-3(d)
     (1)(i) under the Exchange Act; such rule, generally, includes as
     beneficial owners of securities, among others, any person who directly or
     indirectly through any contract, arrangement, understanding, relationship,
     or otherwise has shares or voting power and/or investment power with
     respect to such securities, and any person who has the right to acquire
     beneficial ownership of such security within sixty days through a means
     including but not limited to the exercise of any option, warrant, right or
     conversion of a security.

(3)  All percentages are based on 6,312,750 shares issued and outstanding as of
     September 20, 2002.

(4)  Mr. Klein is Chief Executive Officer, President, Secretary and Chairman of
     the Board of Directors.

(5)  Does not currently own any shares.

(6)  Mr. George is Chief Operating Officer, Chief Technical Officer,
     President/Land Mobile Radio Division.

(7)  Includes 120,000 shares of common stock underlying a warrant to purchase
     such number of shares at an exercise price of $3.00 per share through April
     2012, subject to customary adjustments; 37,500 of such shares vest on July
     309, 2002 and the balance, 82,500, vest in equal monthly installments on
     the last business day of each month thereafter, provided Mr. George is
     employed with the Company on such date.

(8)  Represents less than 1% of the issued and outstanding shares.

(9)  Mr. Lent resigned as Executive Vice President/Public Safety and as a
     Director as of October 14, 2002.

(10) These shares are directly owned by each listed shareholder; Messrs. Gary D.
     Lipson, Esq., Jerome R. Wexler and Melvin H. Roth exercise voting and
     investment control over the shares held by of Chi Holdings, Inc., SMR
     Holdings, Inc. and SMR Associates, Inc., respectively.

(11) See footnotes (1) through (9) above.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

         During the past two (2) years, we have not entered into a transaction,
nor are any transactions currently proposed, with a value in excess of $60,000
with an officer, director or beneficial owner of 5% or more of our common stock,
or with any member of the immediate family of any of the foregoing named persons
or entities, except as described under "PART III. ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE
EXCHANGE ACT-EMPLOYMENT AGREEMENTS" and as follows:

         We were obligated to repay the Company's former Chief Executive
Officer, Gary D. Lipson, an aggregate of $80,000 previously advanced as loans to
the Company by such person for accounting and other business expenditures
together with 5% simple interest per annum within one year of August 1, 2001.
All of such funds have been timely repaid.

         On October 29, 2001, we entered into a consulting agreement with Public
Safety Group LLC ("PSG"), a company whose managing member through August 2002
was Mr. Lent, a former director and Executive Vice President/Public Safety, of
the Company. Such agreement provided, in summary, for such company, on an as
requested consulting basis, to report to the Company on the current state of the
disaster and emergency management affairs of the U.S., assist us in integrating
emergency management software into a 220 MHz SMR wireless application, and in
marketing to various state and local agencies. A $30,000 advance was paid by the
Company to PSG for such consulting services, which was fully expended. Such
consulting relationship was further expanded to include the long term management
software license agreement between the Company and PSG, previously described

                                       44


herein. See also "PART I. ITEM 1. DESCRIPTION OF BUSINESS - BUSINESS OF THE
ISSUER - MATERIAL AGREEMENTS" thereunder and "PART III. ITEM 9. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16
(a) OF THE EXCHANGE ACT" AND "EMPLOYMENT AGREEMENTS" thereunder.

         We entered into a three year employment agreement with Mr. David George
on April 26, 2002 to serve, effective April 29, 2002, as our Chief Operating
Officer, Chief Technical Officer and President of our Land Mobile Radio
Division. Such agreement generally provides for an annual salary of $130,000,
the grant of warrants to purchase 120,000 shares of the Company's common stock
vesting over such three year period (37,500 shares vesting as of July 30, 2002,
2,500 shares vesting as of August 30, 2002 and 2,500 shares vesting on the last
business day of each month thereafter provided Mr. George is then an employee of
the Company) exercisable at $3.00 per share for a period of ten years from the
date of grant, subject to customary adjustments, and the right to receive
certain stock options based upon specified performance criteria relating
generally to the sale of 220 MHz SMR radios and related equipment.

         As of October 14, 2002, the Company entered into an agreement with Mr.
Edward W. Lent III pursuant to which Mr. Lent resigned from all officer,
director, and employee positions with the Company, effective as of such date.
Such agreement provides, in summary, for the Company to pay Mr. Lent an
aggregate of $30,00 on a bi-weekly basis through January 1, 2003, subject to
compliance with the other terms and conditions set forth therein, including
certain non-compete provisions applicable through such period and for two years
thereafter relating to the 220 MHz SMR business, the EM/2000, the MaxResponder,
and any improvements and/or modifications thereto.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

     (a)  The following documents are filed as a part of this report:

          1.   FINANCIAL STATEMENTS - beginning on page F-1 of this report:

               o    Independent Auditors' Report

               o    Consolidated Balance Sheets at June 30, 2002 and 2001

               o    Consolidated Statements of Operations for the Years Ended
                    June 30, 2002 and 2001

               o    Consolidated Statement of Stockholders' Equity (Deficit) for
                    the Years Ended June 30, 2002 and 2001

               o    Consolidated Statements of Cash Flows for the Year Ended
                    June 30, 2002 and 2001

               o    Notes to Consolidated Financial Statements

          2.   EXHIBITS

               Exhibit No.              Description

                3.0     Articles of Incorporation of BizCom U.S.A., Inc.
                        (incorporated by reference to Exhibit 3.0 to BizCom's
                        Amendment No. 2 to Form 10-SB filed on July 23, 2002

                                       45
<PAGE>

                3.1     Bylaws (incorporated by reference to Exhibit 3.1 to
                        BizCom's Amendment No. 2 to Form 10-SB filed on July 23,
                        2002)

                4.0     Form of Common Stock Share Certificate (incorporated by
                        reference to Exhibit 4.0 to BizCom's Amendment No.2 to
                        Form 10-SB filed on July 23, 2002)

                4.1     Form of Warrant (incorporated by reference to Exhibit
                        4.1 to BizCom's Amendment No. 2 to Form 10-SB filed on
                        July 23, 2002)

                4.2     Form of Promissory Note dated August 1, 2001 issued by
                        BizCom U.S.A., Inc.(incorporated by reference to Exhibit
                        4.2 to BizCom's Amendment No. 2 to Form 10-SB filed on
                        July 23, 2002)

                10.0    Exclusive Patent and Related Technology License
                        Agreement by and between BizCom U.S.A., Inc. and
                        Datamarine International, Inc.(incorporated by reference
                        to Exhibit 10.0 to BizCom's Amendment No. 2 to Form
                        10-SB filed on July 23, 2002)

                10.1    Amendment to Exclusive Patent and Related Technology
                        License Agreement by and between BizCom U.S.A., Inc. and
                        Datamarine International, Inc.(incorporated by reference
                        to Exhibit 10.1 to BizCom's Amendment No. 2 to Form 10-
                        SB filed on July 23, 2002)

                10.2    Consulting Agreement by and between BizCom U.S.A., Inc.
                        and Public Safety Group LLC (incorporated by reference
                        to Exhibit 10.2 to BizCom's Amendment No. 2 to Form
                        10-SB filed on July 23, 2002)

                10.3    Exclusive License Agreement by and between BizCom
                        U.S.A., Inc. and the Public Safety Group LLC
                        (incorporated by reference to Exhibit 10.3 to BizCom's
                        Amendment No.2 to Form 10-SB filed on July 23, 2002)

                10.4    Radio Subscriber Service Agreement (incorporated by
                        reference to Exhibit 10.4 to BizCom's Amendment No.2 to
                        Form 10-SB filed on July 23, 2002)

                10.5    Employment Agreement dated as of April 26, 2002 by and
                        between BizCom U.S.A., Inc. and David L. George
                        (incorporated by reference to Exhibit 10.5 to BizCom's
                        Form 10-SB filed on May10, 2002)



                                       46
<PAGE>

                10.6    Assignment and Amendment of Lease dated July 17, 2002*

                10.7    Agreement by and between BizCom U.S.A., Inc. and Edward
                        W. Lent III dated as of October 14, 2002*

                21.0    Subsidiaries of the Registrant - BizCom Southern
                        Holdings, Inc., a Florida corporation; SMR Management,
                        Inc., a Florida corporation (incorporated by reference
                        to Exhibit 21.0 to BizCom's Amendment No.2 to Form 10-SB
                        filed on July 23, 2002)

* Filed herewith

     (b)      Reports on Form 8-K:

              On July 22, 2003, a current report on Form 8-K was filed with the
              Commission reporting that its Form 10-SB registration statement,
              as amended, and as filed with the U.S. Securities Exchange
              Commission, became effective on July 9, 2002.

ITEM 14. CONTROLS AND PROCEDURES
         -----------------------

              The Company's principal executive officers and principal financial
officer have evaluated the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a date within 90
days of the filing date of this annual report and concluded that such controls
and procedures are adequate. There were no significant changes in the small
business issuer's internal controls or in other factors that could significantly
affect these controls subsequent to the date of such evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


                                       47
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    BizCom U.S.A., Inc.
                                          (Registrant)

Date:    October 15, 2002           By:  /s/ Hanan Klein
                                    --------------------------------------------
                                    Hanan Klein, Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, by the following persons, on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature                               Title                      Date
---------                               -----                      ----


/s/  Hanan Klein                Chief Executive Officer      October 15, 2002
---------------------------     President, Principal
     Hanan Klein                Financial and Accounting
                                Officer, Secretary and
                                Chairman of the Board
                                of Directors



/s/ David L. George             Chief Operating Officer,     October 15, 2002
--------------------------      Chief Technical Officer,
  David L. George               President/Land Mobile
                                Radio Division


                                       48
<PAGE>

                                  CERTIFICATION
                                  -------------


         I, Hanan Klein, certify that:

1.       I have reviewed this annual report on Form 10-KSB of BizCom U.S.A.,
         Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures ( as
         defined in Exchange Act Rules 13-a-14 and 15d-14) for the registrant
         and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of director (or persons per
         forming the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

                                       49
<PAGE>

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


   Signature                      Title                           Date
   ---------                      -----                           ----

/s/ Hanan Klein            Chief Executive Officer             October 15, 2002
----------------------     President, Principal Financial
    Hanan Klein            and Accounting Officer,
                           Secretary and Chairman
                           of the Board of Directors



                                       50
<PAGE>

                                  CERTIFICATION


         I, David L. George, certify that:

1.       I have reviewed this annual report on Form10-KSB of BizCom U.S.A.,
         Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures ( as
         defined in Exchange Act Rules 13-a-14 and 15d-14) for the registrant
         and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the Evaluation Date");
                  and

         c)       presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of director (or persons per
         forming the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and


                                       51
<PAGE>


6.       The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


    Signature                     Title                              Date
    ---------                     -----                              ----

/s/ David L. George       Chief Operating Officer,             October 15, 2002
--------------------      Chief Technical Officer,
    David L. George       President/ Land Mobile
                          Radio Division

                                       52

<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES












                              FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
                                       AND
                          INDEPENDENT AUDITORS' REPORT







<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES




                         INDEX TO FINIANCIAL STATEMENTS
                         ------------------------------

                                                                            Page
                                                                            ----

INDEPENDENT AUDITORS' REPORT                                                 F-2
----------------------------

FINANCIAL STATEMENTS
--------------------

           Consolidated Balance Sheets                                       F-3

           Consolidated Statements of Operations                             F-4

           Consolidated Statement of Stockholders' Equity (Deficit)          F-5

           Consolidated Statements of Cash Flows                             F-6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           F-7 to F-16
------------------------------------------


                                       F-1


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
BizCom U.S.A., Inc.

We have audited the accompanying consolidated balance sheets of BizCom U.S.A.,
Inc. and its subsidiaries (the "Company") as of June 30, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of BizCom U.S.A., Inc.
and its subsidiaries as of June 30, 2002 and 2001, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company presently has limited
operations, and its present level of revenues is not sufficient to cover all
incurred expenses. This raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Ahearn, Jasco + Company, P.A.

AHEARN, JASCO & COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
September 20, 2002


                                      F-2
<PAGE>

                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      2002           2001
                                                                  ------------    ------------
                                     ASSETS
                                     ------

CURRENT ASSETS
<S>                                                               <C>             <C>
   Cash and cash equivalents                                      $    227,451    $      1,664
   Accounts receivable                                                 102,953              --
   Inventory                                                           104,423              --
   Prepaid expenses and other current assets                            31,860              --
                                                                  ------------    ------------
          Total current assets                                         466,687           1,664

PROPERTY AND EQUIPMENT, net                                            118,347              --

INTANGIBLE ASSETS, net                                               1,926,704              --

OTHER ASSETS - Deposits                                                  1,124              --
                                                                  ------------    ------------
          TOTAL                                                   $  2,512,862    $      1,664
                                                                  ============    ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                       $    218,362    $     11,788
   Payable to shareholder                                                   --          73,303
   License obligation payable                                          124,000              --
                                                                  ------------    ------------
          Total current liabilities                                    342,362          85,091
                                                                  ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock, $0.0001 par value; 20,000,000
       shares authorized;  shares issued and outstanding:
       none in 2002,  900 shares of Series A in 2001                        --               1
   Common stock, $0.0001 par value; 200,000,000 shares
       authorized;  shares issued and outstanding:
       5,883,750 in 2002 and 1,875,000 in 2001                             588             188
   Additional paid-in capital                                        4,027,340          30,711
   Accumulated deficit                                              (1,857,428)       (114,327)
                                                                  ------------    ------------

          Stockholders' equity (deficit), net                        2,170,500         (83,427)
                                                                  ------------    ------------

          TOTAL                                                   $  2,512,862    $      1,664
                                                                  ============    ============
</TABLE>


                 See notes to consolidated financial statements

                                      F-3
<PAGE>

                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                           2002           2001
                                                       -----------    -----------
<S>                                                    <C>            <C>
SALES, net                                             $   276,655    $        --

COST OF SALES                                              219,623             --
                                                       -----------    -----------
          GROSS PROFIT                                      57,032             --

GENERAL AND ADMINISTRATIVE EXPENSES                      1,797,309         14,592
                                                       -----------    -----------

          LOSS FROM OPERATIONS                          (1,740,277)       (14,592)

INTEREST EXPENSE                                             2,824             --
                                                       -----------    -----------
          LOSS BEFORE PROVISION FOR INCOME TAXES        (1,743,101)       (14,592)

PROVISION FOR INCOME TAXES                                      --             --
                                                       -----------    -----------
          NET LOSS                                     $(1,743,101)   $   (14,592)
                                                       ===========    ===========


PER SHARE AMOUNTS - basic and diluted:

          Net loss per common share outstanding        $    (0.524)   $    (0.008)
                                                       ===========    ===========

          Weighted average common shares outstanding     3,329,159      1,875,000
                                                       ===========    ===========
</TABLE>


                 See notes to consolidated financial statements.


                                      F-4
<PAGE>

                        BIZCOM USA, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                              Preferred Stock            Common Stock
                                           ----------------------   ----------------------  Additional                 Stockholders'
                                             Number    Par Value       Number    Par Value   Paid-in      Accumulated     Equity
                                           of Shares    $.0001       of Shares    $.0001     Capital        Deficit   (Deficit), Net
                                           --------   -----------   -----------  ---------  -----------   -----------  ------------

<S>                                             <C>   <C>             <C>        <C>        <C>           <C>           <C>
TOTALS,  July 1, 2000                           900   $         1     1,875,000  $     188  $    30,711   $   (99,735)  $   (68,835)

Net loss for the year ended June 30, 2001        --            --             --        --            --      (14,592)      (14,592)
                                           --------   -----------   -----------  ---------  -----------   -----------   -----------

TOTALS,  June 30, 2001                          900             1     1,875,000        188       30,711      (114,327)      (83,427)


Conversion of preferred stock into common      (900)           (1)      168,750         17          (16)           --            --

Issuance of common stock for cash, net           --            --     3,840,000        383    3,996,645            --     3,997,028

Net loss for the period ended June 30, 2002      --            --            --         --           --    (1,743,101)   (1,743,101)
                                           --------   -----------   -----------  ---------  -----------   -----------   -----------

TOTALS,  June 30, 2002                           --   $        --     5,883,750  $     588  $ 4,027,340   $(1,857,428)  $ 2,170,500
                                           ========   ===========   ===========  =========  ===========   ===========   ===========
</TABLE>

        See notes to consolidated financial statements.

                                      F-5
<PAGE>

                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                    2002           2001
                                                                -----------    -----------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                     $(1,743,101)   $   (14,592)
   Adjustments to reconcile net loss to net cash
   in operating activities:
    Depreciation and amortization                                    87,322             --
    Change in certain current assets and current liabilities:
      Increase in accounts receivable                              (102,953)            --
      Increase in inventory                                        (104,423)            --
      Increase in prepaid expenses and other current assets         (31,860)            --
      Increase in accounts payable and accrued liabilities          206,574             --
                                                                -----------    -----------

          NET CASH USED IN OPERATING ACTIVITIES                  (1,688,441)       (14,592)
                                                                -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment                         (124,373)            --
     Acquisition of intangible assets                            (1,884,000)            --
     Increase in other assets                                        (1,124)            --
                                                                -----------    -----------

          NET CASH USED IN INVESTING ACTIVITIES                  (2,009,497)            --
                                                                -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net change in payable to shareholder                             6,697         13,228
     Repayment of shareholder promissory notes                      (80,000)            --
     Common stock issuance, net of expenses                       3,997,028             --
                                                                -----------    -----------

          NET CASH PROVIDED BY FINANCING ACTIVITIES               3,923,725         13,228
                                                                -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                             225,787         (1,364)

CASH AND CASH EQUIVALENTS, beginning of year                          1,664          3,028
                                                                -----------    -----------

CASH AND CASH EQUIVALENTS, end of year                          $   227,451    $     1,664
                                                                ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                     $     2,824    $        --
                                                                ===========    ===========
     Cash paid for income taxes                                 $        --    $        --
                                                                ===========    ===========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
     In August 2001, $80,000 of the payable to shareholder was converted into
     two interest bearing notes (see note 7). At June 30, 2002, $124,000 of
     liabilities remain from the recording of the intangible asset acquisitions.


                 See notes to consolidated financial statements.

                                      F-6
<PAGE>

                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


--------------------------------------------------------------------------------
NOTE 1          ORGANIZATION AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

        ORGANIZATION
        ------------
                BizCom U.S.A., Inc. was incorporated in the State of Florida on
        July 1, 1996. The consolidated financial statements include the accounts
        of BizCom U.S.A., Inc. and its wholly owned subsidiaries, BizCom
        Southern Holdings, Inc. and SMR Management, Inc. (collectively, the
        "Company"). All material intercompany transactions have been eliminated.

                The Company, when it was originally formed in 1996, planned to
        manage and acquire certain 220 MHz SMR mobile radio systems. However,
        due to capital constraints, the Company was unable to acquire such
        systems and ultimately ceased its activities. Through July 2001, the
        Company has had only minimal administrative activities, which primarily
        were to maintain the legal existence and standing of the Company.

                During August 2001, control of the entity was obtained by
        present management, and activities were initiated to establish a new
        business. In accordance with applicable accounting standards, the
        Company was deemed to have re-entered the development stage in August
        2001. Through April 2002, planned principal operations had not
        commenced, and management devoted most of its efforts to general
        business planning, raising capital, recruiting personnel, obtaining
        business contracts, and developing markets. The Company emerged from the
        development stage during May 2002 when its planned principal operations
        began.

        DEVELOPMENT STAGE ENTERPRISE, AND GOING CONCERN CONSIDERATIONS
        --------------------------------------------------------------
                The Company's consolidated financial statements have been
        prepared on a going concern basis, which contemplates the realization of
        assets and the settlement of liabilities and commitments in the normal
        course of business. As described above, the Company was in the
        development stage from August 2001 until May 2002, at which time
        operations began. The Company has incurred a loss from operations, and
        its present level of revenues is not sufficient to cover all the
        Company's incurred expenses. Management recognizes that the Company must
        generate additional resources to enable it to pay its obligations as
        they come due, and that the Company must ultimately achieve profitable
        operations. Management is working to generate additional revenue from
        operations, and as necessary, to raise additional capital to support
        operations until the Company reaches profitability. No assurances can be
        given that the Company will be successful in these activities. Should
        any of these events not occur the accompanying consolidated financial
        statements will be materially affected.

        USE OF ESTIMATES
        ----------------
                The preparation of financial statements in conformity with
        accounting principles generally accepted in the United States of America
        requires management to make estimates and assumptions that affect the
        reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.

        RECLASSIFICATIONS
        -----------------
                Certain amounts in the fiscal year 2001 financial statements
        have been reclassified to conform to the fiscal year 2002 presentation.


                                      F-7
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


--------------------------------------------------------------------------------
NOTE 2          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

        REVENUE RECOGNITION AND CREDIT RISKS
        ------------------------------------
                Revenue generated from radio sales is generally recognized at
        the time the goods are shipped. Revenue from software sales and related
        consulting services is generally recognized at the time the product
        and/or service has been delivered and/or accepted by the customer.

                For the year ended June 30, 2002, three customers accounted for
        84% of the Company's total sales and two vendors accounted for 91% of
        the Company's total purchases. At June 30, 2002, two customers accounted
        for all of the Company's accounts receivable, and one of these customers
        is a related party (see note 7). As such, the Company believes that it
        has an abnormal concentration of credit risk within its receivables
        because of the limited number of customers.

        INVENTORY
        ---------
                Inventory consists primarily of 220 MHz radios and radio
        components held for resale, and are being carried at the lower of cost
        (first-in, first-out method) or market.

        PROPERTY AND EQUIPMENT
        ----------------------
                Property and equipment, consisting of computer equipment and
        office equipment, is recorded at acquisition cost and depreciated using
        the straight-line method over the estimated useful lives of the assets,
        which is presently five years for all assets. Depreciation expense for
        the year ended June 30, 2002 was $6,026, and accumulated depreciation
        totaled $6,026 at June 30, 2002.

        INTANGIBLE ASSETS
        -----------------
                The Company has adopted Statement of Financial Accounting
        Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" as of
        July 1, 2001. Intangible assets are recorded at acquisition cost, which
        is considered to be fair value per SFAS No. 142. Certain of the
        Company's intangible assets are licensing agreements that will be
        amortized over their expected useful life. The method of amortization
        shall reflect the pattern in which the economic benefits of the
        intangible asset are consumed or otherwise used up. If that pattern
        cannot be reliably determined, a straight-line amortization method shall
        be used. The Company reviews these intangible assets periodically to
        assess whether the carrying amount will be fully recovered through
        estimated future operating cash flows. An impairment loss is recorded if
        the carrying amount exceeds the present value of the estimated future
        cash flows.

                The Company's intangible asset that arose from the purchase of a
        software license is amortized following the provisions of SFAS No. 86,
        "Accounting for the Costs of Computer Software to be Sold, Leased, or
        Otherwise Marketed." This asset will be amortized on a
        product-by-product basis, and shall be the greater of (a) an amount
        computed based on anticipated future gross revenues, or (b) an amount
        computed on a straight-line method over the remaining economic life. An
        impairment loss will be recorded if the unamortized cost exceeds net
        realizable value.

        CASH AND CASH EQUIVALENTS
        -------------------------
                Cash and cash equivalents include highly liquid investments
        purchased with an original maturity of three months or less. At times,
        cash balances held at financial institutions were in excess of federally
        insured limits.


                                      F-8
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


        ADVERTISING COSTS
        -----------------
                Advertising costs are expensed as incurred. Advertising
        expenditures totaled $11,836 during the year ended June 30, 2002.

        INCOME TAXES
        ------------
                The Company accounts for income taxes in accordance with the
        SFAS No. 109, "Accounting for Income Taxes." Deferred taxes are provided
        on a liability method whereby deferred tax assets are recognized for
        deductible temporary differences, operating loss carryforwards, and tax
        credit carryforwards, and deferred tax liabilities are recognized for
        taxable temporary differences. Temporary differences are the differences
        between the reported amounts of assets and liabilities and their tax
        bases. Deferred tax assets are reduced by a valuation allowance when, in
        the opinion of management, it is more likely than not that some portion
        or all of the deferred tax assets will not be realized. Deferred tax
        assets and liabilities are adjusted for the effects of changes in tax
        laws and rates on the date of enactment. State minimum taxes, if any,
        are expensed as paid.

        NET LOSS PER SHARE
        ------------------
                The Company follows the provisions of SFAS No. 128, "Earnings
        per Share," which requires companies with complex capital structures or
        common stock equivalents to present both basic and diluted earnings per
        share ("EPS") on the face of the income statement. Basic EPS is
        calculated as income available to common stockholders divided by the
        weighted average number of common shares outstanding during the period.
        Diluted EPS is calculated using the "if converted" method for common
        stock equivalents.

        STOCK BASED COMPENSATION
        ------------------------
                SFAS No. 123, "Accounting for Stock-Based Compensation,"
        encourages, but does not require, companies to record employee stock
        option compensation plans at fair value. The Company has chosen to apply
        Accounting Principles Board Opinion ("APB") No. 25, "Accounting for
        Stock Issued to Employees" for its employee stock option grants. Under
        APB No. 25, if the exercise price of the Company's stock options is less
        than the market price of the underlying stock on the date of grant, the
        Company must recognize compensation expense, otherwise, no compensation
        is recorded. SFAS No. 123 will be followed for disclosure purposes only.
        For transactions with other than employees, in which services were
        performed in exchange for stock or other equity instruments, the
        transactions are recorded on the basis of the fair value of the services
        received or the fair value of the issued equity instrument, whichever is
        more readily measurable.

        STATEMENT OF COMPREHENSIVE INCOME
        ---------------------------------
                A statement of comprehensive income has not been included, per
        SFAS No. 130, "Reporting Comprehensive Income", as the Company has no
        items of other comprehensive income.

        FAIR VALUE OF FINANCIAL INSTRUMENTS
        -----------------------------------
                Cash, accounts receivable, accounts payable and other current
        liabilities are recorded in the financial statements at cost, which
        approximates fair market value because of the short-term maturity of
        those instruments.

        FREIGHT COSTS
        -------------
                Freight costs incurred for delivering goods to customers are
        included in cost of goods sold and amounted to $31,966 in 2002. The
        Company generated $2,842 of freight revenues recharged to customers in
        2002, and this amount is included in sales.


                                      F-9
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


        RECENT ACCOUNTING PRONOUNCEMENTS
        --------------------------------
                In July 2001, SFAS No. 141, "Business Combinations," and SFAS
        No. 142, "Goodwill and Other Intangible Assets," were issued. SFAS No.
        141 changes certain accounting methods used for business combinations.
        Specifically, it requires use of the purchase method of accounting for
        all business combinations, and eliminates the pooling-of-interests
        method. SFAS No. 142 establishes new guidance on how to account for
        purchased intangible assets, and for goodwill and intangible assets
        after a business combination is completed. The Company adopted these
        statements effective July 1, 2001, and they will not have any impact on
        the Company's financial position, results of operations, or cash flows.

                In August 2001, the FASB issued SFAS No. 144, Accounting for the
        Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supercedes
        SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
        Long-Lived Assets to be Disposed of and APB No. 30, Reporting the
        Results of Operations - Reporting the Effects of the Disposal of a
        Segment Business and Extraordinary, Unusual and Infrequently Occurring
        Events and Transactions. SFAS No. 144 establishes a single accounting
        model for assets to be disposed of by sale whether previously held and
        used or newly acquired. SFAS No. 144 retains the provisions of APB No.
        30 for presentation of discontinued operations in the income statement,
        but broadens the presentation to include a component of an entity. SFAS
        No. 144 is effective for our fiscal year beginning July 1, 2002. We do
        not believe that the adoption of SFAS No. 144 will have a material
        impact on our financial position, results of operations or cash flows.


--------------------------------------------------------------------------------
NOTE 3          INTANGIBLE ASSETS
--------------------------------------------------------------------------------

                The Company has negotiated three separate licensing agreements
        for certain products and services. One agreement was completed in
        February 2002, and the other two in April 2002. These costs are as
        follows:

                                         Total       Cash Paid         License
                                        Purchase      Through        Obligation
                                         Price      June 30, 2002      Payable
                                       ----------     ----------     ----------
        220 MHz spectrum
           use agreement               $1,000,000     $1,000,000     $       --
        220 MHz radio patent
            and technology agreement      569,000        445,000        124,000
        Exclusive software
            license (see note 7)          439,000        439,000             --
                                       ----------     ----------     ----------
                                       $2,008,000     $1,884,000     $  124,000
                                       ==========     ==========     ==========

                The Company will amortize these assets over the expected useful
        life of the assets, which is five years for the spectrum use agreement
        and seven years for the radio patent and technology agreement.
        Amortization of the software license will be the greater of (a) an
        amount computed based on anticipated future gross revenues, or (b) the
        estimated remaining useful economic life of ten years. The useful lives
        were based on each asset's separate initial contractual life.
        Amortization began in the fourth quarter of fiscal 2002 as the assets
        were placed in service. Amortization expense for the year ended June 30,
        2002 was $81,296, and accumulated amortization totaled $81,296 at June
        30, 2002.

                                      F-10
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


--------------------------------------------------------------------------------
NOTE 4          ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
--------------------------------------------------------------------------------

                Accounts payable and accrued liabilities consist of the
        following:
<TABLE>
<CAPTION>

                                                               June 30, 2002     June 30, 2001
                                                               -------------     -------------
<S>                                                              <C>                <C>
        Accounts payable                                         $102,176           $ 11,788
        Accrued professional fees                                  58,223                 --
        Accrued payroll and related taxes                          57,963                 --
                                                                 --------           --------
              Total accounts payable and accrued liabilities     $218,362           $ 11,788
                                                                 ========           ========
</TABLE>

--------------------------------------------------------------------------------
NOTE 5          STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

        AUTHORIZED CAPITAL
        ------------------
                The total number of shares of capital stock which the Company
        has the authority to issue is 220,000,000 shares, consisting of
        20,000,000 shares of Preferred Stock having a par value of $0.0001 per
        share and 200,000,000 shares of common stock having a par value of
        $0.0001 per share.

        COMMON STOCK
        ------------
                All shares of common stock are identical with each other in
        every respect, and the holders thereof are entitled to one vote for each
        share of common stock upon all matters upon which the shareholders have
        the right to vote.

                On July 31, 2001, the Company completed a 3 for 2 split of its
        common shares. In accordance with applicable accounting rules, this
        split has been retroactively applied to all periods presented.

        PREFERRED STOCK
        ---------------
                The Board of Directors of the Company is authorized, subject to
        the limitations prescribed by law, to provide for the issuance of shares
        of Preferred Stock in series and, by filing articles of amendment
        pursuant to the applicable law of the State of Florida, to establish
        from time to time the number of shares of Preferred Stock to be included
        in each such series and to determine and fix the designations, powers,
        preferences and rights of the shares of each such series (including
        without limitation the voting rights, dividend rights and preferences,
        liquidation rights and preferences, and conversion rights, if any,
        thereof) and the qualifications, limitations, and restrictions thereof.

                In August 1996, after filing an amendment to its Articles of
        Incorporation establishing a series of Preferred Stock designated as
        "Series A Preferred Stock" (the "Series A Preferred Stock"), the Company
        issued an aggregate of 900 shares of Series A Preferred Stock to three
        corporations controlled by the then Chairman and Chief Executive Officer
        of the Company for a cash purchase price of $1 per share. Among other
        things, the Series A Preferred Stock had a conversion feature, under
        which, at the option of the holder, it could be converted into a number
        of shares of common stock equal to 0.01% of the aggregate number of
        shares of common stock outstanding on a fully diluted basis. On July 25,
        2001, the holders of all 900 shares of the Series A Preferred Stock
        outstanding converted their stock into 168,750 shares of common stock.
        As a result of this conversion, the Company has no remaining preferred
        stock issued or outstanding.



                                      F-11
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


        PRIVATE PLACEMENTS OF COMMON STOCK
        ----------------------------------
                From October 17, 2001 through June 30, 2002, the Company issued
        3,840,000 shares of common stock and 3,501,500 warrants pursuant to two
        separate private placement unit offerings. (See "Warrants to Purchase
        Common Stock - Summary" below.)

                The terms of the October 17, 2001 offering, as amended, were as
        follows: each unit was priced at $5,000, and was comprised if 5,000
        shares of restricted common stock, $0.0001 par value per share, and
        2,500 warrants to purchase additional shares of the Company's restricted
        common stock at an exercise price of $1.50 per share for a period of 3
        years from date of issuance, subject to customary adjustments.
        Additional warrants were issued to certain investors who purchased
        multiple units. This offering was terminated on April 26, 2002.

                The terms of the April 29, 2002 offering is as follows: each
        unit is priced at $7,500, and is comprised of 3,000 shares of restricted
        common stock, $0.0001 par value per share, and 1,500 warrants to
        purchase additional shares of the Company's restricted common stock at
        an exercise price of $3.00 per share for a period of 3 years from date
        of issuance, subject to customary adjustments. Additional warrants are
        being issued to certain investors who purchase multiple units. See below
        for a description of shares and warrants issued subsequent to June 30,
        2002.

                Expenses associated with the offerings through June 30, 2002
        total $45,472, and they have been offset against the proceeds received.
        Through June 30, 2002, the Company has recorded net proceed of
        $3,997,028 from these private placements.

        STOCK OPTIONS - EMPLOYEES
        -------------------------
                During the year ended June 30, 2002, the Company issued options
        to an employee, in conjunction with his employment agreement, for
        120,000 shares of common stock. These options have an exercise price of
        $3.00 per share, which was in excess of the Company's $2.50 per share
        fair value of its common stock at the date of grant, therefore no
        compensation charge has been recorded pursuant to APB No. 25. The
        options vest over a period of 36 months, with 37,500 options vesting
        during the first 90 days, and 2,500 options vesting each month for the
        next 33 months. The options expire on April 29, 2012.

        PRO-FORMA STOCK OPTION DISCLOSURES
        ----------------------------------
                SFAS No. 123 requires entities that account for awards of
        stock-based compensation to employees in accordance with APB No. 25 to
        present pro forma disclosures of results of operations and earnings per
        share as if compensation cost was measured at the date of grant based on
        the fair value of the award. For the year ended June 30, 2002, the fair
        value for granted options was estimated at the date of grant using a
        Black-Scholes options pricing model with the following weighted average
        assumptions: a risk free interest rate of 4.0%, zero dividend yield, no
        volatility since the Company's stock does not yet have an established
        trading market, and an average expected life of the options of ten
        years. The computed fair value of the options granted in fiscal 2002 is
        $0.48 each.

                The Black-Scholes option valuation model was developed for use
        in estimating the fair value of traded options that have no vesting
        restrictions and are fully transferable. In addition, option valuation
        models require the input of highly subjective assumptions including the
        expected stock price volatility. Because the Company's employee stock
        options have characteristics different from those of traded options, and
        because changes in the subjective input assumptions can materially
        affect the fair value estimate, in management's opinion, the existing
        models do not necessarily provide a reliable single measure of the fair
        value of its employee stock options.


                                      F-12
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


                For purposes of pro forma disclosures, the estimated fair value
        of the options is amortized to expense over the options' vesting period.
        With this expense included, the Company's net loss of $1,743,101 would
        have been increased by $12,027 for the year ended June 30, 2002. There
        is no impact on the year 2001, as the Company had not issued any options
        before fiscal 2002. The Company's basic and diluted loss per share of
        $(0.524) would have been increased to the pro forma loss per share of
        $(0.527) for the year ended June 30, 2002. The pro forma amounts may not
        be representative of the future effects on reported net income and
        earnings per share that will result from the future granting of stock
        options since future pro forma compensation expense may be allocated
        over the periods in which options become exercisable and new option
        awards may be granted each year.

        OPTIONS TO PURCHASE COMMON STOCK - SUMMARY
        ------------------------------------------

                The following tables summarize the Company's stock option
        activity:
                                                  Optioned      Weighted-Average
                                                   Shares        Exercise Price
                                               --------------    ---------------
        Options outstanding at July 1, 2001               --
        Issued to non-employees                           --
        Issued to employees                          120,000           $ 3.00
        Exercised, expired, or forfeited                  --
                                                  ----------

        Options outstanding at June 30, 2002         120,000           $ 3.00
                                                  ==========

                All of the options outstanding at June 30, 2002 expire on April
        29, 2012. Of the options outstanding at June 30, 2002, none are
        available for exercise by the option holder.

        WARRANTS TO PURCHASE COMMON STOCK - SUMMARY
        -------------------------------------------

                As described above, the Company has issued, through June 30,
        2002, warrants totaling 3,501,500. These immediately exercisable common
        stock purchase warrants were issued in two separate private placements.
        The warrants issued in the private placement which commenced October 17,
        2001 and ended April 26, 2002 total 3,410,000, all expire during the
        Company's fiscal year ending June 30, 2005, and have an exercise price
        of $1.50 each. Warrants issued through June 30, 2002 in the private
        placement which commenced April 29, 2002 total 91,500, all expire during
        the Company's fiscal year ending June 30, 2005, and have an exercise
        price of $3.00 each. See below for warrant issuances subsequent to June
        30, 2002, and for a description of contingent warrants.

        SUBSEQUENT ISSUANCES OF COMMON STOCK
        ------------------------------------
                Subsequent to June 30, 2002 and through September 20, 2002, the
        Company has issued shares of its common stock and warrants pursuant to
        the April 29, 2002 offering, as follows: 429,000 shares and 358,500
        warrants for cash totaling $1,072,500.

        CONTINGENT WARRANTS
        -------------------
                The Company has a supply agreement with Datamarine
        International, Inc. which may obligate the Company to issue 300,000
        warrants for its common stock at a future date. See Note 9.


                                      F-13
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


--------------------------------------------------------------------------------
NOTE 6          NET LOSS PER COMMON SHARE
--------------------------------------------------------------------------------

                For the years ended June 30, 2002 and 2001, basic and diluted
        weighted average common shares includes only common shares outstanding
        as the inclusion of common stock equivalents would be anti-dilutive. The
        common stock equivalents at June 30, 2002 and 2001 are approximately
        3,410,000 and 168,750 shares, respectively. The common stock equivalents
        in 2002 arise from the warrants issued to investors in the Company's two
        private placements, and the common stock equivalents in 2001 arise from
        the Company's Series A Preferred Stock.

                A reconciliation of the number of common shares shown as
        outstanding in the consolidated financial statements with the number of
        shares used in the computation of the weighted average common shares
        outstanding is shown below:

                                                         2002            2001
                                                      ----------      ----------

          Common shares outstanding at June 30th       5,883,750       1,875,000
          Effect of weighting                         (2,554,591)             --
                                                      ----------      ----------

          Weighted average common shares outstanding   3,329,159       1,875,000
                                                      ==========      ==========


--------------------------------------------------------------------------------
NOTE 7          RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

        PAYABLE TO SHAREHOLDER
        ----------------------
                Through July 2001, the period prior to the change in management
        (see Note 1), the majority shareholder advanced funds to and directly
        paid expenses of the Company. These advances were non-interest bearing
        and did not have any repayment terms. The amount advanced totaled
        $73,303 at June 30, 2001. On August 1, 2001, the Company and the
        shareholder agreed to settle the amount owed to him on that date, or
        $81,314, in the following manner: (i) an immediate payment to the
        shareholder of $1,314; (ii) a promissory note for $20,000, bearing
        interest at 5%, due and payable on demand; and (iii) a promissory note
        for $60,000, bearing interest at 5%, due and payable on July 31, 2002.
        The notes were all repaid during the year ended June 30, 2002. Interest
        totaling $2,824 was paid to the shareholder pursuant to these notes.

        TRANSACTIONS WITH A RELATED PARTY
        ---------------------------------
                At June 30, 2002, the Company has a receivable of $29,605 due
        from Public Safety Group, LLC ("PSG"), an entity whose managing member
        is an officer and director of the Company. This amount is included in
        accounts receivable on the accompanying balance sheet. The amount arose
        from a sale of software and consulting services during 2002 which
        totaled $37,605.

        OTHER TRANSACTIONS
        ------------------
                During the twelve months ended June 30, 2002, the Company has
        disbursed a total of $469,000 to PSG. Of this amount, $439,000 was paid
        to acquire a software license (see note 3), and the remainder was paid
        for emergency management consulting services, and was expensed in 2002.


                                      F-14
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


--------------------------------------------------------------------------------
NOTE 8          INCOME TAXES
--------------------------------------------------------------------------------

                A summary of income taxes for the years ended June 30, 2002 and
        2001 is as follows:

                                                          2002          2001
                                                       ---------      ---------
         Currently payable:
            Federal                                    $      --      $      --
            State                                             --             --
         Deferred tax (benefit) provision               (658,600)        (5,500)
                                                       ---------      ---------
                   Income tax (benefit) provision       (658,600)        (5,500)
         Change in valuation allowance                   658,600          5,500
                                                       ---------      ---------
                   Total income tax provision          $      --      $      --
                                                       =========      =========

                Temporary differences between the financial statement carrying
        amounts and tax bases of assets and liabilities that give rise to net
        deferred income tax assets relate to the following:

                                                          2002          2001
                                                       ---------      ---------
          Net operating loss carryforward              $ 680,000      $  43,000
          Depreciation and amortization                   15,700             --
          Accrued liabilities and other                    5,900             --
          Valuation allowance                           (701,600)       (43,000)
                                                       ---------      ---------
                     Net deferred income tax asset     $      --      $      --
                                                       =========      =========

                There are no significant deferred tax liabilities. The Company
        has used a combined estimated federal and state tax rate of
        approximately 38% for all deferred tax computations. The tax benefit
        prior to the allowance differs from the Federal statutory rate of 34%
        primarily because of permanent differences and the effect of state
        income taxes.

                The Company has recorded a valuation allowance in accordance
        with the provisions of SFAS No. 109 to reflect the estimated amount of
        deferred tax assets that may not be realized. In assessing the
        realizability of deferred tax assets, management considers whether it is
        more likely than not that some portion or all of the deferred tax assets
        will not be realized. The ultimate realization of deferred tax assets is
        dependent upon the generation of future taxable income during the
        periods in which temporary differences and/or carryforward losses become
        deductible.

                The Company has available tax net operating loss carryovers
        ("NOLs") as of June 30, 2002 of approximately $1,790,000. The NOLs will
        expire beginning in the year 2017. Certain provisions of the tax law may
        limit the net operating loss carryforwards available for use in any
        given year in the event of a significant change in ownership interest.
        Management believes that such an ownership change occurred during the
        fiscal year ended June 2002, and that this change may cause the future
        use of the net operating loss carryover to be significantly limited.


                                      F-15
<PAGE>


                      BIZCOM U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


--------------------------------------------------------------------------------
NOTE 9          COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

        DATAMARINE AGREEMENT
        --------------------
                On February 6, 2002, the Company executed an exclusive patent
        and technology agreement with Datamarine International, Inc. of
        Mountlake Terrace, Washington for $569,000. The agreement grants the
        Company an exclusive license on Datamarine's current and currently
        planned land mobile radio products (see Note 3, Intangible Assets). The
        Company has an obligation under this agreement to purchase from
        Datamarine 375 radios at $250 per radio; this commitment has been
        partially fulfilled as of June 30, 2002. Provided Datamarine delivers
        all the radios, the Company has an obligation to issue to Datamarine
        within 12 months a purchase warrant for 300,000 shares of the Company's
        common stock, exercisable for a period of three years, at an exercise
        price of $1.50 per share. The warrants, when they are earned by
        Datamarine, will be valued using the Black-Scholes valuation model, and
        the charge will be recorded to cost of sales.


        LEASING OBLIGATIONS
        -------------------
                The Company leases various office space and office equipment
        under agreements that expire on various dates through 2004. These leases
        are all accounted for as operating leases. Total rental expense for the
        year ended June 30, 2002 was $61,223. Future minimum lease payments
        subsequent to June 30, 2002 are as follows:

                Year Ending
                  June 30,
                -----------
                   2003                                            $ 84,960
                   2004                                              29,503
                                                                   --------
                                                                   $114,463
                                                                   ========

        LITIGATION, CLAIMS, AND ASSESSMENTS
        -----------------------------------
                In the ordinary course of business, the Company is exposed to
        various claims, threats, and legal proceedings. In management's opinion,
        the outcome of such matters, if any, will not have a material impact
        upon the Company's financial position and results of operations.


                                      F-16